Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Diablo Meridian Business. Diablo Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Meridian Business will be for the account of DiabloMeridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Meridian Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo Meridian with a list of, and pay over to DiabloMeridian, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Meridian Business on a monthly bi-weekly basis and forward to DiabloMeridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloMeridian. ATS shall not incur any liability to Diablo Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Meridian Disclosure Schedule or to any other Accounts Receivable which DiabloMeridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo Meridian on or prior to the Closing Date. Diablo As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, collect same as Diablo Meridian in its sole discretion may determine.

Accounts Receivable. (a) Each Grantor hereby covenants and agrees that it shall keep and maintain at its own cost and expense records of its Accounts Receivable, and its material dealings therewith, in each case consistent with such Grantor’s ordinary course of business and complete and accurate in all material respects. At any time following the closingoccurrence and during the continuance of an Event of Default, Diablo upon the Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall appoint ATS its agent for promptly (i) cause independent public accountants or others reasonably satisfactory to the purpose Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable, (ii) deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts Receivable, including all original orders, invoices and shipping receipts and (iii) furnish to the Collateral Agent the contact information and other information regarding any Account Debtor under any Accounts Receivable. (b) The Collateral Agent shall have the right at any time following the occurrence and during the continuance of collecting all an Event of Default to notify (with a copy to the relevant Grantor), or require any Grantor to notify, any Account Debtor of the Collateral Agent’s Security Interest in the Accounts Receivable relating and any Supporting Obligation and the Collateral Agent may in such circumstances: (i) direct the Account Debtors under any Accounts Receivable to make payment of all amounts due or to become due to any Grantor thereunder directly to the Diablo Business. Diablo shall deliver Collateral Agent, (ii) notify, or require a Grantor to ATS notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts Receivable have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or as soon as practicable after deposited in such lockbox or other arrangement directly to the Closing Date a complete and detailed statement showing Collateral Agent, (iii) communicate with obligors under the nameAccounts Receivable to verify with them to the Collateral Agent’s satisfaction the existence, amount and age terms of each any Accounts Receivable and (iv) enforce, at the expense of the Diablo Business. Subject to and limited by the followingany Grantor, revenues relating to the collection of any such Accounts Receivable relating and to adjust, settle or compromise the Diablo Business will be for amount or payment thereof. If the account of Diablo. ATS shall use its reasonable business efforts Collateral Agent notifies a Grantor that it has elected to collect the Accounts Receivable in accordance with respect to the Diablo Business for a period of one hundred eighty preceding sentence, all amounts and Proceeds (180including cash, checks, non-cash items and other instruments) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with such Grantor in respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless any Supporting Obligation or Collateral Support shall be received in trust for the customer contests in writing benefit of the validity Collateral Agent hereunder and shall be segregated from other funds of such applicationGrantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Accounts Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of the Collateral Agent. During All amounts and Proceeds while held by the Collection PeriodCollateral Agent (or by a Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 7.3 hereof. (c) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account in excess of $250,000, ATS to the extent permissible under the document granting a security interest without the requirement of any notice to, or consent or other action by, such Account Debtor or such other Person, such Grantor shall furnish Diablo with a list ofpromptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest. (d) With respect to any Accounts Receivable in excess of $125,000 individually or $250,000 in the aggregate that is evidenced by, and pay over or constitutes, Chattel Paper, each Grantor shall cause each originally executed copy thereof to Diablo, be delivered to the amounts collected Collateral Agent (or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in blank: (i) with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of Receivable in existence on the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectiondate hereof, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole date hereof and exclusive right (ii) with respect to collect, whether during or after the Collection Period, all Retained any such Accounts ReceivableReceivable hereafter arising, as Diablo soon as practicable, and in its sole discretion may determineany event within ten days of such Grantor acquiring rights therein. With respect to any Accounts Receivable in excess of $125,000 individually or $250,000 in the aggregate that constitutes Electronic Chattel Paper, each Grantor shall take all steps necessary to give the Collateral Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts Receivable (x) with respect to any such Accounts Receivable in existence on the date hereof, on or prior to the date hereof and (y) with respect to any such Accounts Receivable hereafter arising, within ten days of such Grantor acquiring rights therein. Any Accounts Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this Section 4.6 shall be delivered or subjected to such control upon the request of the Collateral Agent following the occurrence and continuance of an Event of Default.

Accounts Receivable. At the closing, Diablo Seller and its Subsidiaries shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo BusinessSeller Business (the "Seller Accounts Receivable"). Diablo Seller shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessReceivable. Subject to and limited by the following, revenues relating to the Seller Accounts Receivable relating to the Diablo Business will be for the account of DiabloSeller and the Seller Subsidiaries. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Seller Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty twenty (180120) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an a Seller Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Seller Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo Seller with a list of, and pay over to DiabloSeller, the amounts collected with respect to the Seller Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to DiabloSeller, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to the Seller Accounts Receivable. ATS shall provide Diablo Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Seller Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Seller Accounts Receivable. As to each such Seller Accounts Receivable, the parties shall negotiate a good faith value of such Seller Accounts Receivable, which ATS shall pay to Diablo Seller if ATS, in its sole discretion, chooses to retain such Seller Accounts Receivable. Diablo Seller shall retain the right to collect any of its the Seller Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo Seller any payments received against any such Seller Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Seller Accounts Receivable assigned to it for collection hereunder or to refer any of such Seller Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Seller Accounts Receivable, except with the approval of DiabloSeller. ATS shall not incur any liability to Diablo Seller or any of the Seller Subsidiaries for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor any of its Subsidiaries nor any of its or their agents shall make any direct solicitation of the Seller Accounts Receivable for collection purposes, except for the Seller Accounts Receivable retained by Diablo Seller or any of the Seller Subsidiaries after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Non-Ophthalmic Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Diablo Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of one hundred eighty (180) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless the customer contests Practice shall direct such payments to Business Manager for deposit in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo bank accounts designated by Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At the closing, Diablo DBC shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo DBC Business. Diablo DBC shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo DBC Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo DBC Business will be for the account of DiabloDBC. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Diablo DBC Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo DBC Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. If the customer contests the validity of any payment received by ATS during the Collection Period to be applied in reduction of the Accounts Receivable, then ATS shall promptly notify DBC and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and DBC until the validity of the application is determined. During the Collection Period, ATS shall furnish Diablo DBC with a list of, and pay over to DiabloDBC, the amounts collected with respect to the Accounts Receivable with respect to the Diablo DBC Business on a monthly basis and forward to DiabloDBC, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo DBC with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo DBC if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo DBC shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo DBC any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloDBC. ATS shall not incur any liability to Diablo DBC for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo DBC nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo DBC after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At SCHEDULE 3.15 is a true, correct and complete listing and aging of the closingCompany's accounts receivable as of the last day of the last full calendar month preceding the date hereof determined in accordance with GAAP consistently applied and determined in a manner consistent with the presentation in the Financial Statements. All of such accounts receivable have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating except to the Diablo Businessextent that reserves for doubtful accounts have been established by the Company and are set forth on SCHEDULE 3.15 and which reserves have been adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Diablo shall deliver to ATS on or as soon as practicable Promptly after the Closing Date but in no event later than thirty (30) days thereafter, the Shareholders will deliver to Buyer a true, correct and complete listing and detailed statement showing the name, amount and age of each Accounts Receivable aging of the Diablo BusinessCompany's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP consistent with the presentation in the Financial Statements (the "Closing Date Receivables"), to be appended as part of SCHEDULE 3.15 hereto. Subject SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Closing Date, the Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and limited are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the followingCompany and are set forth on the Financial Statements and SCHEDULE 3.15, revenues relating in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be reflected on SCHEDULE 3.15 or on the Accounts Receivable relating to Financial Statements have been or shall be determined in accordance with GAAP consistently applied and are and shall be consistent with the Diablo Business will be for presentation in the account of Diablo. ATS Financial Statements, it being understood that in no event shall use its reasonable business efforts to collect the Accounts Receivable reserve with respect to the Diablo Business for a period Closing Date Receivables exceed 1% of one hundred eighty (180) days after the total face amount of the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineReceivables.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Business Manager may purchase, with recourse to Practice for the amount of the purchase (up to the Diablo Business. Diablo shall deliver amount of Adjusted Gross Revenue for such month), the accounts receivable of Practice arising during the previous month (the "Purchased Receivables") (i) in an amount equal to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing difference, if any, between (A) the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Dispensary Business will be for an amount equal to the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Adjusted Gross Revenue with respect to the Diablo Business for a period Purchased Receivables (according to GAAP on an accrual basis net of one hundred eighty (180) days after the Closing Date (the "Collection Period"Adjustments). Any payment received by ATS during Although it is the Collection Period from intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any customer reason, Practice is concurrently granting to Business Manager a security interest in the Purchased Receivables, and Practice shall cooperate with an account which is an Accounts Receivable Business Manager and shall execute all documents in connection with the pledge of the Purchased Receivables to Business Manager. All collections in respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless the customer contests Practice shall direct such payments to Business Manager for deposit in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo bank accounts designated by Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At 10.12.1 Both parties acknowledge that all accounts receivable of the closing, Diablo shall appoint ATS other party for services performed by such other party in connection with the operation of its agent for the purpose of collecting all Accounts Receivable relating Station(s) prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date ("Closing Accounts Receivable"), shall remain the property of the other party. 10.12.2 After the Closing Date and until such time as an account receivable has aged for 120 days, SFX and CBS shall each use reasonable efforts to collect, in the manner regularly pursued by SFX and CBS in the ordinary course of their business, such of the other party's Closing Accounts Receivable as are collectible. SFX and CBS will each furnish to the other party a complete and detailed statement showing list of the name, amount and age of each other party's Closing Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty within twenty (18020) days after the Closing Date (the "Collection Period")Date. Any payment funds received after the Closing Date by ATS during the Collection Period from any customer with an account which is an Accounts Receivable either party with respect to the Diablo Business other party's Closing Accounts Receivables shall first be applied forwarded directly to SFX or CBS as applicable, for deposit and processing. If any Closing Accounts Receivable are received by SFX or CBS in reduction combination with accounts receivable arising after the Closing Date, SFX or CBS will deposit such funds into its own account and remit such portions of the funds received applicable to the other party's Closing Accounts Receivable, unless Receivable along with backup documentation by the customer contests in writing 15th day of the validity of such applicationfollowing month. During Each party will supply the Collection Period, ATS shall furnish Diablo other party with a list of, and pay over to Diablo, the amounts collected with respect to the Closing Accounts Receivable with respect to the Diablo Business aging report for such other party's Closing Accounts Receivable on a monthly basis and forward to Diablo, promptly upon receipt track the remaining outstanding Closing Accounts Receivable of such other party until both parties mutually agree to discontinue such reports. Neither SFX nor CBS shall be required or delivery, as the case may be, copies authorized to institute any litigation or employ counsel or to utilize any means of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end collection outside of the Collection Period. Upon ordinary course of business with respect to any of the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such other party's Closing Accounts Receivable, respectively, unless authorized in writing by the other party. All payments received from account debtors on account of Closing Accounts Receivable shall be applied to the account debtor's oldest accounts receivable first, except to the extent that an account debtor shall specify that its payments relate to a specific invoice. Both parties shall negotiate will make reasonable efforts to handle ongoing customers in a good faith value manner that helps to insure the continuity of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except customer's business with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"party's Station(s), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At Except as provided in Exhibit 2.15 hereto, the closingaccounts receivable of Seller as of the date hereof are, Diablo shall appoint ATS its agent for and the purpose accounts receivable of collecting all Accounts Receivable relating Seller on the Closing Date will be, properly accrued on the books of Seller, valid obligations of the respective makers thereof and not subject to any valid offset or counterclaims, freely assignable by Seller to Buyer, and fully collectible in the Diablo Businessordinary course of business. Diablo shall deliver to ATS Seller guarantees that neither CIT nor any other factoring company will have a lien on said accounts receivable or as soon as practicable any of the other Assets after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period")Date. Any payment received liens on accounts receivable currently held by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first factoring companies must be applied paid in reduction of the Accounts Receivablefull, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, satisfied and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting released on or before the fifteenth Closing Date. With respect to accounts receivable reflected on the Closing Balance Sheet (15th) day following the end "Accounts Receivable"), the Seller guarantees the collectibility of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable in full. The Buyer agrees to determine if use efforts consistent with the same, in their reasonable business judgment, are deemed Seller's past custom and practice to be collectable and if ATS desires cause the Buyer to retain such Accounts Receivable. As to each such collect all Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS but shall not be obligated to use resort to litigation. Any sums payable by account debtors on account of any extraordinary efforts accounts receivable of such account debtors shall be credited to the earliest invoices of the Seller to such account debtors, unless specifically directed otherwise by the account debtor. Subject to the foregoing, to the extent any Accounts Receivable are unpaid for a period of 90 days after the Closing, the Buyer shall send written notice to the Seller indicating the specific account debtors, the amount of the unpaid invoices representing Accounts Receivable to each such account debtor and the total of all such unpaid Accounts Receivable. The Seller shall pay the Buyer the amount of all such unpaid Accounts Receivable minus any remaining reserve for bad debts included in the Closing Balance Sheet within 30 days of the receipt of any notice pursuant to this Section 2.15 on the condition that the Buyer shall simultaneously assign such unpaid Accounts Receivable (the "Assigned Receivables") to the Seller. Such assignment shall include the right to ▇▇▇ as an assignee of the Buyer. In the event that after such assignment the Buyer receives any payment on the Assigned Receivables, the Buyer shall promptly remit such amount to the Seller. Thereafter, the Seller, as owner of the Assigned Receivables, may take any action the Seller deems necessary to collect the Assigned Receivables and any collections shall be the property of the Seller. The Buyer agrees to cooperate with the Seller in any action the Seller wishes to take to collect the Assigned Receivables consistent with the Seller's past custom and practice. In the event the Buyer does not want to assign any Accounts Receivable to the Seller because it does not want the Seller to initiate collection action thereon, the Seller shall be relieved of any liability under this Section 2.15 with respect to such Accounts Receivable. In the event any Accounts Receivable are subject to a valid dispute by the account debtor and the Buyer wishes to grant a discount on any said Accounts Receivable, the Buyer shall send written notice or notices to the Seller indicating the specific account debtors and the amount of the dispute or discount. The Buyer shall consult with the Seller with respect to the resolution of any dispute and/or the amount of any discount and shall not settle any such dispute or grant any discount without the consent of the Seller, which consent shall not be unreasonably withheld. Where consent is given to the settlement of any dispute and/or the granting of any discount, the Seller shall pay the Buyer the difference between the original amount of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount actually received by the Buyer after settlement or discount, with payment to be made within 30 days after the settlement or granting of the discount. Where consent is withheld by the Seller, the Buyer may either assign the Accounts Receivable, or settle the dispute or grant the discount at its own expense and the Seller shall be relieved of any liability under this Section 2.15 with respect to such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo With respect to its Accounts ------------------- Receivable: Section 10.1.1. Borrower shall appoint ATS its agent for the purpose deposit all payments received from or on behalf of collecting an Account Debtor into an account established with Bank and Borrower shall direct or otherwise cause all Account Debtors to pay all monies due under their respective Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the lockbox account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection PeriodLockbox Account"). Any payment ) maintained by Bank in Borrower's name at Borrower's expense and, to the extent Borrower receives such payments directly, all remittances received by ATS during the Collection Period from any customer with an Borrower on account which is an of Accounts Receivable with respect to the Diablo Business shall first be applied in reduction held as Bank's property by Borrower as trustee of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list ofan express trust for Bank's benefit, and pay over Borrower will immediately deliver to DiabloBank the identical checks, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablomoneys or other forms of payment received. Borrower hereby constitutes Bank, promptly upon receipt or deliveryany representative whom Bank may designate, as Borrower's attorney-in-fact (i) to endorse the case name on any notes, acceptances, checks, drafts, money orders or other evidence of payment or security interest that may become into Bank's possession, copies and (ii) following the occurrence of all correspondence an Event of Default, to sign Borrower's name on any invoice or ▇▇▇▇ of lading relating to Accounts Receivable. ATS shall provide Diablo with a final accounting , on or before the fifteenth (15th) day following the end drafts against customers, assignments and certificates of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, and notices to customers. Bank retains the parties shall negotiate a good faith value right at all times after the occurrence of such an Event of Default to notify Account Debtors that their respective Accounts Receivable, which ATS shall pay Receivable have been assigned to Diablo if ATS, Bank and to collect Accounts Receivable directly in its sole discretionown name and to charge the collection costs and expenses, chooses including reasonable attorneys' fees to, the Loan Account. Bank has no duty to retain such Accounts Receivable. Diablo shall retain protect, insure, collect or realize upon the right to collect any of its Accounts Receivable as or other collateral or preserve rights in them other than to which act in a commercially reasonable manner. Borrower releases Bank from any liability for any act or omission relating to the parties are unable Obligations, the Accounts Receivable or other Collateral or this Agreement, except Bank's failure to reach agreement as to act in a good faith valuecommercially reasonable manner, and ATS agrees to turn over to Diablo any payments willful misconduct or gross negligence. All amounts received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the by Bank in payment in Accounts Receivable assigned to it for are to be credited to the Borrower's Account upon receipt by Bank, conditioned upon collection hereunder or by Bank of good funds in respect thereof. Section 10.1.2. Following the occurrence of an Event of Default and in connection with any audit conducted under Section 7.6. hereof, and in all other instances following written notice to refer Borrower, any of such Bank's officers, employees, or agents shall have the right, in Bank's name or in the name of Borrower, to request the verification of the validity, amount or any other matter relating to any Account Receivable by mail, telephone, facsimile transmission, telegraph, or other communication to Account Debtors. Section 10.1.3. Borrower shall keep accurate and complete records of its Accounts Receivable to a collection agency or to any attorney for collectionand accounts payable, and ATS upon demand by Bank shall not make any such referral or compromisedeliver to Bank copies of proof of delivery and the original copy of all documents, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Periodincluding, without specific agreement with ATS limitation, repayment histories and present status reports, relating to Borrower's Accounts Receivable and accounts payable and such other matters and information relating to the contrary, neither Diablo nor its agents shall make any direct solicitation status of the Accounts Receivable and accounts payable as Bank shall reasonably request. Section 10.1.4. Borrower shall promptly advise Bank: (a) of any material delay in Borrower's performance of any of its obligations to any Account Debtor or the assertion of any claim, offset or setoff by any Account Debtor in excess of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00); or (b) in the event that any Eligible Account Receivable becomes ineligible for collection purposesreasons other than lapse of time in payment and the reasons therefor; or (c) of the receipt of any Government Contract which is subject to the Federal Assignment of Claims Act of 1940; or (d) of the receipt of any cancellation or termination of, except for or the delivery of notice of default under, any Government Contract. Section 10.1.5. Borrower shall promptly execute any assignment and take any action requested or required by Bank with respect to any Account Receivable, , which arises out of a Government Contract which is subject to the Federal Assignment of Claims Act of 1940. Section 10.1.6. Borrower shall maintain all Accounts Receivable retained by Diablo after the Collection Period. The provisions free of this Section shall not apply to all Encumbrances other than those certain Accounts Receivable set forth in Section 2.4 favor of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole Bank and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinePermitted Encumbrances.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date Schedule 4.1(p-1) sets forth a complete listing of all accounts receivable and detailed statement showing the name, amount and age of each notes payable ("Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection PeriodReceivable"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any Each of the Accounts Receivable assigned of COMPANY constitutes a valid claim in the full amount thereof against the debtor charged therewith on the books of COMPANY to it for collection hereunder or which each such account is payable and has been acquired in the ordinary course of business. Each Account Receivable is fully collectible to refer any the extent of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the face value thereof (less the amount of the allowance for the doubtful accounts reflected on the Warranted Balance Sheet) not later than thirty (30) days after such account receivable is due, except that a verbal agreement exists between COMPANY and Houston Cutting Tools which provides that Houston Cutting Tools may, at its option, choose to pay its invoices within 60 days without penalty. To COMPANY'S knowledge, no account debtor has any valid setoff, deduction or defense with respect thereto, and no account debtor has asserted any such Accounts Receivablesetoff, except deduction or defense. No Account Receivable arises pursuant to an agreement with the approval United States Government or any agency or instrumentality thereof. The COMPANY shall also provide BUYER with an accurate list of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS all accounts receivable obtained subsequent to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection PeriodWarranted Balance Sheet Date. The provisions COMPANY shall provide BUYER with an aging of all accounts and notes receivable showing amounts due in 30 day aging categories upon the execution of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or Agreement and an updated aging within 5 days prior to the Closing Date. Diablo All of the Accounts Receivable shall retain be owned by BUYER, free and clear of all liens, subsequent to the sole execution of this Agreement Also attached hereto and exclusive right to collectmade a part hereof as Schedule 4.1(p-2) is a complete listing of all accounts payable and/or notes payable by Company. ("Accounts Payable"). The Accounts Payable list contains a complete description of debts validly owed by the Company. ANY ACCOUNTS PAYABLE AND/OR NOTES PAYABLE, whether during or after the Collection PeriodEXCEPT THOSE WHICH HAVE BEEN INCURRED OR WILL BE INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE APRIL 30, all Retained Accounts Receivable1999, as Diablo in its sole discretion may determineWHICH ARE NOT SPECIFICALLY LISTED ON SCHEDULE 4.1(P-2) SHALL BECOME THE SOLE PERSONAL LIABILITY OF THE SOLE MEMBER OF THE COMPANY, AND BUYER WILL NOT ASSUME SAME.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable ------------------- arising prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Accounts Receivable relating Closing Date and other broadcast revenues for services performed prior to the Diablo Business will be for Closing Date, shall remain the account property of DiabloSeller (the "Seller Accounts Receivable") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty (180) days after from the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer agrees to collect the Collection Period from any customer with an account which is an Seller Accounts Receivable for the Stations in the normal and ordinary course of Buyer's business and will apply all such amounts collected to the 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 if expressly directed by the debtor if there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Diablo Business Buyer shall first be applied in reduction of notify the Accounts Receivable, unless the customer contests in writing the validity Seller of such applicationdispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. During Except as set forth in the previous sentence, during the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of the Accounts Receivable any such account debtor for collection purposes, except purposes or institute litigation for Accounts Receivable retained by Diablo after the Collection Periodcollection of amounts due. The provisions of this Section Buyer's obligation and authority shall not apply extend to those certain Accounts Receivable set forth in Section 2.4 the institution of the Diablo Disclosure Schedule litigation, employment of counsel or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Dateany other extraordinary means of collection. Diablo shall retain the sole and exclusive right to collect, whether during or after After the Collection Period, all Retained Buyer agrees to reasonably cooperate with Seller, at Seller's expense (including reimbursement of actual expenses reasonably incurred by Buyer in connection with such cooperation), as to any litigation or other collection efforts instituted by Seller to collect any delinquent Seller Accounts Receivable. Any amounts relating to the Seller Accounts Receivable that are paid directly to the Seller shall be retained by the Seller, as Diablo in its sole discretion may determinebut Seller shall provide Buyer with notice of any such payment. Within twenty (20) days after the end of each month end during the Collection Period, Buyer shall make a payment to Seller equal to the amount of all collections of Seller Accounts Receivable during the preceding month, less any commissions then owing and paid (but not paid or prorated for at Closing) to salespersons or agencies for ads to which such collected Seller Accounts Receivable related, and no later than twenty (20) days following the conclusion of the Collection Period, Buyer shall make a payment to Seller equal to the amount of all collections of Seller Accounts Receivable during Collection Period not previously paid to Seller. At the end of the Collection Period, any remaining Seller Accounts Receivable shall be returned to Seller for collection.

Accounts Receivable. (a) Each Grantor hereby covenants and agrees that it shall keep and maintain at its own cost and expense records of its Accounts Receivable, and its material dealings therewith, in each case consistent with such Grantor’s ordinary course of business and complete and accurate in all material respects. At any time following the closingoccurrence and during the continuance of an Event of Default, Diablo upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall appoint ATS its agent for promptly (i) cause independent public accountants or others reasonably satisfactory to the purpose Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable, (ii) deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts Receivable, including all original orders, invoices and shipping receipts and (iii) furnish to the Administrative Agent the contact information and other information regarding any Account Debtor under any Accounts Receivable. (b) The Administrative Agent shall have the right at any time following the occurrence and during the continuance of collecting all an Event of Default to notify (with a copy to the relevant Grantor), or require any Grantor to notify, any Account Debtor of the Administrative Agent’s Security Interest in the Accounts Receivable relating and any Supporting Obligation and the Administrative Agent may in such circumstances: (i) direct the Account Debtors under any Accounts Receivable to make payment of all amounts due or to become due to any Grantor thereunder directly to the Diablo Business. Diablo shall deliver Administrative Agent, (ii) notify, or require a Grantor to ATS notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts Receivable have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or as soon as practicable after deposited in such lockbox or other arrangement directly to the Closing Date a complete and detailed statement showing Administrative Agent, (iii) communicate with obligors under the nameAccounts Receivable to verify with them to the Administrative Agent’s satisfaction the existence, amount and age terms of each any Accounts Receivable and (iv) enforce, at the expense of the Diablo Business. Subject to and limited by the followingany Grantor, revenues relating to the collection of any such Accounts Receivable relating and to adjust, settle or compromise the Diablo Business will be for amount or payment thereof. If the account of Diablo. ATS shall use its reasonable business efforts Administrative Agent notifies a Grantor that it has elected to collect the Accounts Receivable in accordance with respect to the Diablo Business for a period of one hundred eighty preceding sentence, all amounts and Proceeds (180including cash, checks, non-cash items and other instruments) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with such Grantor in respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless any Supporting Obligation or Collateral Support shall be received in trust for the customer contests in writing benefit of the validity Administrative Agent hereunder and shall be segregated from other funds of such applicationGrantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Accounts Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of the Administrative Agent. During All amounts and Proceeds while held by the Collection PeriodAdministrative Agent (or by a Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 7.3 hereof. (c) With respect to any Accounts Receivable in excess of $1,000,000 individually or $2,000,000 in the aggregate that is evidenced by, ATS or constitutes, Chattel Paper, each Grantor shall furnish Diablo with a list of, and pay over cause each originally executed copy thereof to Diablo, be delivered to the amounts collected Administrative Agent (or its agent or designee) appropriately indorsed to the Administrative Agent or indorsed in blank: (i) with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of Receivable in existence on the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectiondate hereof, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole date hereof and exclusive right (ii) with respect to collect, whether during or after the Collection Period, all Retained any such Accounts ReceivableReceivable hereafter arising, as Diablo soon as practicable, and in its sole discretion may determineany event within ten days of such Grantor acquiring rights therein. With respect to any Accounts Receivable in excess of $2,500,000 individually or $5,000,000 in the aggregate that constitutes Electronic Chattel Paper, each Grantor shall take all steps necessary to give the Administrative Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts Receivable (x) with respect to any such Accounts Receivable in existence on the date hereof, on or prior to the date hereof and (y) with respect to any such Accounts Receivable hereafter arising, within ten days of such Grantor acquiring rights therein. Any Accounts Receivable not otherwise required to be delivered or subjected to the control of the Administrative Agent in accordance with this Section 4.6 shall be delivered or subjected to such control upon the request of the Administrative Agent following the occurrence and continuance of an Event of Default.

Accounts Receivable. At the closing, Diablo Seller shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Seller Business. Diablo Seller shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Seller Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Seller Business will be for the account of DiabloSeller. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Diablo Seller Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Seller Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo Seller with a list of, and pay over to DiabloSeller, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Seller Business on a monthly basis and forward to DiabloSeller, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo Seller if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo Seller shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo Seller any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloSeller. ATS shall not incur any liability to Diablo Seller for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo Seller after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At (i) If, as of the closingclose of business on the two-hundred eightieth (280th) day following the Closing Date, Diablo the Company or Purchaser shall appoint ATS its agent not have collected the full face amount of the Accounts Receivable set forth on the Final Closing Balance Sheet (net of the allowance and any reserves for uncollectible receivables set forth on the Final Closing Balance Sheet), then Sellers jointly and severally agree that the Company or Purchaser may, within ten (10) days after the expiration of such 280-day period, assign good and marketable title to any unpaid Accounts Receivable to Sellers, free and clear of any Encumbrances, by way of assignment of receivables (cession de créances) in the form required by article 1691 et seq. of the French civil code, and receive payment in cash for the purpose uncollected amount of collecting such Accounts Receivable. Purchaser shall cause the Company to use commercially reasonable efforts after the Closing to collect all Accounts Receivable relating and which efforts shall be no less than the efforts generally utilized by Purchaser with respect to its own accounts receivable, but neither the Diablo BusinessCompany nor Purchaser shall be required to commence any legal action in connection with such collection efforts. Diablo shall deliver to ATS on or as soon as practicable after Upon the Closing Date a complete and detailed statement showing the name, amount and age assignment of each any such unpaid Accounts Receivable of the Diablo Business. Subject to Sellers, (i) Sellers may take such commercially reasonable actions, at Sellers’ sole cost and limited by the followingexpense, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable as Sellers deems advisable with respect to the Diablo Business for a period collection thereof, (ii) all proceeds from such collection actions shall be the property of one hundred eighty Sellers, and (180iii) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an sums paid to Purchaser on account which is an of such assigned Accounts Receivable with respect shall be promptly paid to Sellers or as Sellers’ Representative directs. All costs relating to the Diablo Business shall first be applied in reduction assignment of the Accounts Receivable, unless receivables (including fees of the customer contests in writing the validity of such application. During the Collection Period, ATS process servers) pursuant to this Section 13(b) shall furnish Diablo with a list of, be borne by Sellers and pay over to Diablo, the amounts collected with respect promptly reimbursed by Sellers to the Accounts Receivable Purchaser or as Purchaser directs. (ii) Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Purchaser may, pursuant to applicable law, set-off any amount to which it may ultimately, finally determined, without recourse, to be owed under this Section 13(b) against amounts otherwise payable under Section 4. 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 4; provided, however, that in the event that any such set-off by Purchaser is ultimately determined not to be justified, Purchaser shall pay, in addition to such damages and restitution awarded by a court or arbitrator with respect jurisdiction over such matter, interest on any unpaid amount determined by such court or arbitrator to be due and payable hereunder as a rate equal to the Diablo Business on a monthly basis and forward prime rate published from time to Diablo, promptly upon receipt or delivery, as time by the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During Wall Street Journal from and after the Collection Period, without specific agreement with ATS date of such set-off by Purchaser to the contrarydate of payment of such amount determined by such court or arbitrator to be due and payable hereunder. Neither the exercise of, neither Diablo nor its agents shall make the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any direct solicitation manner in the enforcement of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, remedies that may be available to it. In the event that any suit or action is instituted by Sellers in its sole business judgment, determines will require extraordinary collection efforts or referrals relation to the exercise of a collection agency or attorney for collection (collectivelyright of set-off by Purchaser hereunder, the "Retained Accounts Receivable")prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, provided the Retained Accounts Receivable are set forth costs and expenses of such prevailing party incurred in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineconnection with such dispute.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Dispensary Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Diablo Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of one hundred eighty (180) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diabloany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Diablo express written consent of Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At (a) The Purchaser shall notify all account debtors of the closingDivision that all payments with respect to Receivables are to be made to the Purchaser. If payment for such Receivables is made to the Seller, Diablo the Seller shall appoint ATS its agent immediately endorse all checks to the order of the Purchaser, and deliver the endorsed checks to the Purchaser. In the event such payment is made by wire transfer to the Seller, the Seller shall, immediately after receipt of bank notice, remit to the Purchaser by wire transfer of immediately available funds the amount paid to the Seller. In any event, if any funds which represent payments with respect to such Receivables are paid to the Seller such funds shall be held in trust by the Seller for the purpose benefit of collecting the Purchaser. The Seller hereby constitutes and appoints the Purchaser and all Accounts Receivable persons designated by the Purchaser as Seller's true and lawful attorney-in-fact, with full power to endorse Seller's name to any checks or other items of payment or proceeds relating to the Diablo BusinessReceivables. Diablo shall deliver to ATS on or Both the appointment of Purchaser as soon as practicable Seller's attorney and Purchaser's rights and powers are coupled with an interest and are irrevocable until payment in full of all Receivables. (b) If, after one hundred twenty (120) days following the Closing Date a complete Date, there are any Receivables included on the Closing Balance Sheet that have not been paid and detailed statement showing the nameamount of such Receivables exceeds, in the aggregate, the total dollar amount equivalent to the reserve against Receivables set forth on the Closing Balance Sheet then the Purchaser shall have the right to so advise the Seller and age to assign to the Seller the total of each Accounts Receivable such Receivables (the "Assigned Uncollected Receivables"). Concurrently with the assignment of the Diablo BusinessAssigned Uncollected Receivables to the Seller and as a condition thereto, the Seller shall pay to the Purchaser an amount equal to one hundred percent (100%) of the uncollected portion of the Assigned Uncollected Receivables in excess of the reserve. Subject to and limited In furtherance of the foregoing, all payments received by the followingPurchaser from a customer with respect to Receivables will be treated as payments of the oldest outstanding Receivable from that customer, revenues relating unless there exists a bona fide dispute with respect to payment of a particular Receivable. The Seller shall be solely responsible for the collection of the Assigned Uncollected Receivables; provided, however, Seller shall only attempt to collect the Assigned Uncollected Receivables in a reasonable commercial manner consistent with Seller's efforts with respect to collection of Seller's own Receivables. If payment for such Assigned Uncollected Receivables is made to Purchaser, Purchaser shall immediately endorse all checks to the Accounts Receivable relating order of Seller, and deliver the endorsed checks to Seller. In the Diablo Business will event such payment is made by wire transfer to Purchaser, Purchaser shall, immediately after receipt of bank notice, remit to Seller by wire transfer of immediately available funds the amount paid to Purchaser. In any event, if any funds which represent payments with respect to such Assigned Uncollected Receivables are paid to Purchaser such funds shall be held in trust by Purchaser for the account benefit of Diablo. ATS the Seller. (c) The Purchaser shall use its reasonable business diligence and shall make all reasonable efforts to collect all Assigned Uncollected Receivables in a timely manner; provided, however, that the Accounts Receivable with respect Purchaser shall not be required to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period")threaten or institute legal proceedings in connection therewith. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS The Purchaser shall not be obligated to use incur any extraordinary efforts out-of-pocket expenses with respect to collect any disputed Assigned Uncollected Receivables unless the Seller advances to the Purchaser an amount reasonably required to cover such out-of-pocket expenses, in which case the Purchaser shall be required to incur out-of-pocket expenses with respect to such disputed amounts only to the extent of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS funds advanced by the Seller. The Purchaser shall not make release, waive, amend, or settle any dispute in a manner adverse to the Seller in respect of, or otherwise relinquish any rights with respect to, the Assigned Uncollected Receivables without the prior written consent of the Seller. In connection with the granting or withholding or any such referral consent, the Seller shall act in a commercially reasonable manner. The Seller shall defend, indemnify and hold the Purchaser harrnless from any and all Loss (as defined in Section 8.2(a)) arising out of or compromisein any way connected with, nor settle or adjust the collection of Assigned Uncollected Receivables. (d) If after one hundred twenty (120) days following the Closing Date the aggregate amount paid to Purchaser on account of the Receivables exceeds the amount of any net Receivables reflected on the Closing Balance Sheet (ie., total Receivables less the amount of reserve against Receivables set forth on the Closing Balance Sheet), Purchaser shall pay to Seller promptly after the end of such Accounts Receivableone hundred twenty (120) day period an amount equal to the 59 66 amount collected by Purchaser in excess of the amount of net Receivables as reflected on the Closing Balance Sheet. (e) The rights of the Purchaser to receive payment from the Seller under this Section shall be governed in all respects by the provisions applicable to indemnification by the Seller and the Purchaser in Article VIII, except with that the approval of Diablo. ATS shall not incur any liability limitations as to Diablo for any uncollected account unless ATS shall have engaged amounts included in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section 8.7 before indemnification is available shall not apply to those certain Accounts Receivable set forth in any claim for indemnification under this Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine5.14.

Accounts Receivable. At the closing, Diablo Meridian shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Meridian Business. Diablo Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Meridian Business will be for the account of DiabloMeridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Meridian Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo Meridian with a list of, and pay over to DiabloMeridian, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Meridian Business on a monthly bi-weekly basis and forward to DiabloMeridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloMeridian. ATS shall not incur any liability to Diablo Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Meridian Disclosure Schedule or to any other Accounts Receivable which DiabloMeridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo Meridian on or prior to the Closing Date. Diablo As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, collect same as Diablo Meridian in its sole discretion may determine.

Accounts Receivable. At (a) The Shareholders hereby jointly and severally guaranty the closing, Diablo shall appoint ATS its agent for the purpose collection of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after 100% of the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) Receivables not later than 120 days after the Closing Date (the "Collection PeriodAR Deadline"). Any payment received If any amount of the Closing Date Receivables is not collected as of the AR Deadline, Purchaser shall give notice thereof to the Shareholders' Agent. The Closing Date Receivables shall be collected in a commercially reasonable manner in accordance with the historical business practices of the Company and payments from the account debtors shall be applied to the earliest outstanding invoice, unless any such payments specifically refer to a subsequent outstanding invoice. (b) Upon the expiration of the AR Deadline, Purchaser shall have the right, exercisable by ATS during the Collection Period from delivery of written notice to the Shareholders' Agent within ten (10) days after the AR Deadline, to require the Escrow Agent to pay to Purchaser the amount of the uncollected Closing Date Receivables (less any customer with an account which is an Accounts Receivable reserves with respect thereto reflected on the Company's Closing Date balance sheet and less any discounts, below the actual invoiced amount, granted by Purchaser) through the date of such request dollar for dollar without regard to the Diablo Business Basket Amount or the Minimum Threshold. The right provided by this Section shall first be applied the exclusive remedy of Purchaser in reduction the event of its inability to collect any Closing Date Receivable (less any reserve with respect thereto reflected on the Company's Closing Date balance sheet). (c) As a condition to the exercise of Purchaser's right under Section 6.16(b), Purchaser and the Surviving Corporation must take all action necessary to assign to the Shareholders all right, title, and interest of Purchaser and the Surviving Corporation in that portion of the Accounts Receivable, unless uncollected Closing Date Receivables paid by the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over Escrow Agent to Diablo, the amounts collected with respect Purchaser pursuant to the Accounts Receivable with respect to terms of this Section 6.16 and the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Shareholders shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain have thereafter the right to collect any pursue the collection of such Closing Date Receivables for their own account in a commercially reasonable manner. Purchaser shall take all such action as may be reasonably requested by the Shareholders' Agent, at the Shareholders' sole expense, to assist the Shareholders in pursuing the collection of such Closing Date Receivables. (d) Each of the Shareholders and the Shareholders' Agent agree to use its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith valueefforts not to injure any customer relationships of Purchaser, the Surviving Corporation or their respective Affiliates in collecting the Closing Date Receivables; provided, that nothing contained in this Section 6.16 shall preclude the Shareholders' Agent from commencing and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts prosecuting a lawsuit to collect any of the Accounts Closing Date Receivable that has been assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineShareholders' Agent.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all All Accounts Receivable relating shall remain the property of Seller. Seller hereby authorizes Buyer, however, to collect such receivables for a period of 180 days after the Diablo BusinessClosing. Diablo Seller shall deliver to ATS on or as soon as practicable after the Closing Date Buyer a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to account within three days after Closing and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer shall use its reasonable business efforts efforts, consistent 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 Receivable with respect showing amounts collected to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction date, and amounts outstanding as of the Accounts Receivablesame date, unless the customer contests in writing the validity and, within 15 days of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon period covered by such statement, deliver to Seller the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected 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 determine 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 the samesuch person has, in their the reasonable business judgmentopinion of Buyer, are deemed 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 collectable applied first to Buyer's account and if ATS desires only after the earlier to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value occur of full satisfaction of Buyer's account or resolution of such Accounts Receivabledispute, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts ReceivableSeller's account. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Buyer shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or required to refer any of such Accounts Account Receivable to a collection agency or to any an attorney for collection, and ATS nor shall not make any such referral or it compromise, nor settle settle, or adjust any Account Receivable having a value in excess of $5,000 without receiving the amount approval of any such Seller. Seller shall take no action with respect to the Accounts Receivable, except with such as litigation, until the approval expiration of Diablosuch 180-day period. ATS Following the expiration of said 180-day period, Seller shall not incur any liability be free to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, take such action as Diablo Seller may in its sole discretion may determinedetermine to collect any Accounts Receivable then outstanding.

Accounts Receivable. At On the closingClosing Date, Diablo Granite shall appoint ATS its agent for the purpose of collecting deliver a statement listing all Accounts Receivable relating to Receivable. During the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable period commencing with the Closing Date and ending the 180th calendar day after the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer shall use its commercially reasonable business collection efforts to collect the Accounts Receivable consistent with respect its practices for collection of its accounts receivable; provided, however, that Buyer shall not be obligated to institute any litigation or engage any collection agents or services, or incur any out-of-pocket expenses (outside the Diablo Business for a period ordinary course of one hundred eighty (180) days after business), in connection with the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction collection of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS Buyer shall furnish Diablo with a list of, account to Granite and pay over remit to Diablo, the Granite all amounts collected by Buyer with respect to the Accounts Receivable in accordance with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting following schedule: (a) on or before the fifteenth twentieth (15th20th) day following of the first complete calendar month after the Closing Date, remit all amounts collected up to the end of the Collection Periodprevious month and the Persons from whom such amounts were collected; and (b) on or before the twentieth (20th) day of each succeeding month, remit all amounts collected during the month previous thereto and the Persons from whom such amounts were collected. Upon With each remittance, Buyer shall furnish a statement of the request amounts collected and the Persons from whom such amounts were collected. In the absence of either party at and after such timea specific remittance advice accompanying payment identifying the receivable to which a payment relates, the parties shall meet to mutually and in good faith analyze any uncollected collections from an Accounts Receivable debtor shall be allocated to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such oldest outstanding Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value Receivable of such Accounts Receivable, which ATS shall debtor before applying any of such amounts to pay any other obligation of such debtor to Diablo if ATS, in its sole discretion, chooses to retain such Accounts ReceivableBuyer. Diablo shall retain the right Buyer's obligation to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any shall expire as of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust midnight on the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to 180th day following the Closing Date. Diablo Within fifteen (15) business days thereafter, Buyer shall retain remit to Granite all amounts collected from the sole Closing Date until the date thereof to the extent not previously remitted to Granite. Upon expiration of the Buyer's collection obligation under this Section 2.3, Buyer shall turn over to Granite all documents and exclusive right records evidencing the Accounts Receivable which were paid to collect, whether during or after the Collection Period, all Retained Granite hereunder and which remain uncollected and Granite shall assume responsibility for collection of any remaining Accounts Receivable, as Diablo in Receivable for its sole discretion may determineown account.

Accounts Receivable. At Purchaser shall cause the closingCompany to attempt to collect all accounts receivable of the Company as of the Closing in the Purchaser’s Ordinary Course of Business, Diablo shall appoint ATS its agent for using a level of effort at least as great as the purpose level of effort used by Purchaser in the course of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as accounts receivable. Anything to which the parties are unable to reach agreement as to a good faith valuecontrary in this Agreement notwithstanding, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS neither the Company nor Purchaser shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to engage a collection agency or take legal action to any attorney for collection, and ATS shall not make collect any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diabloaccounts receivable. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations Except as set forth in this Sectionthe next two sentences, no Seller shall have any right to seek collection of any accounts receivable of Company. During In the event (i) any Purchaser Party shall determine that an account receivable is not collectible and after the Collection Period, without specific agreement (ii) any Purchaser Party makes a claim for indemnification pursuant to Section 11 in connection with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation an alleged breach of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable representation set forth in Section 2.4 3.11 regarding the collectability of such account receivable, it shall permit Representative to participate in any reasonable manner (as determined by Purchaser) in the collection efforts. If, thereafter, a Purchaser Party actually receives full payment of such indemnification claim, then Company shall assign such account receivable to the Representative for collection on behalf of the Diablo Disclosure Schedule or to any other Accounts Receivable which DiabloSellers and, in its sole business judgmentthe event Company receives any payment of such account receivable from the account debtor after payment of the indemnification claim was received by the Purchaser Party, determines will require extraordinary collection efforts Company shall deliver such account debtor’s payment to the Representative for distribution to the Sellers in accordance with this Agreement. Without the Purchaser’s written consent (which may be withheld for any reason if the account debtor continues to be a customer of the Company and which may not be unreasonably withheld or referrals to delayed if the account debtor no longer is a collection agency or attorney for collection (collectively, customer of the "Retained Accounts Receivable"Company), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo Seller and its assignees shall retain the sole and exclusive not have any right to collect, whether during take legal action to collect any such accounts receivable after they are assigned by Purchaser and Seller shall not take any actions in seeking to collect any such accounts receivable that would be reasonably likely to adversely affect the Purchaser’s or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineCompany’s business relationship with such customer.

Accounts Receivable. At To assure that the closing, Diablo shall appoint ATS Dental Practice Entity receives the entire amount of professional fees for its agent dental services and to assist in maintaining reasonable cash flow for the purpose payment of collecting all Dental Center expenses, the Dental Practice Entity will sell to CDS, during the term of the Agreement, the Dental Practice Entity's patient and insurance accounts receivable (the "ACCOUNTS RECEIVABLE") arising before the Effective Date and thereafter during the previous month. The consideration for the purchase of the Accounts Receivable relating shall be a reduction in the S&S Fees payable to CDS in an amount equal to the Diablo Businessaccumulated accounts receivable recorded by the Dental Practice Entity each month (according to GAAP without adjustment for any bad debt reserve). Diablo CDS shall deliver be entitled to ATS on or as soon as practicable offset the S&S Fee due to CDS in accordance with Exhibit A to this Agreement against the amount payable for the Accounts Receivable. The sale of the Accounts Receivable to CDS shall be with full recourse to the Dental Practice Entity. If any of such Accounts Receivable are not collected within ninety (90) days after such accounts receivable are purchased by CDS, the Closing Date a complete Dental Practice Entity will indemnify CDS for any such uncollectible Accounts Receivable. Although it is the intention of the parties that CDS purchase and detailed statement showing thereby become the name, amount and age owner of each the Accounts Receivable of the Diablo Business. Subject Dental Practice Entity, in the event such purchase shall be ineffective for any reason, the Dental Practice Entity is concurrently herewith granting to and limited by the following, revenues relating to CDS a security interest in the Accounts Receivable relating to so purchased, and the Diablo Business will be for Dental Practice Entity shall cooperate with CDS and execute all documents in connection with the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity pledge of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected purchased Accounts Receivable to determine if the same, CDS. All collections in their reasonable business judgment, are deemed respect to be collectable and if ATS desires to retain such Accounts ReceivableReceivable purchased by CDS shall be received by CDS as the agent of the Dental Practice Entity and shall be endorsed to CDS and deposited in a bank account at a bank designated by CDS. As to each To the extent the Dental Practice Entity comes into possession of any payments in respect of such Accounts Receivable, the parties Dental Practice Entity shall negotiate a good faith value of direct such Accounts Receivablepayments to CDS for deposit in bank accounts designated by CDS; provided, which ATS however, that nothing contained herein shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain be construed as the right to collect any of its Accounts Receivable as to which Dental Practice Entity relinquishing control over credit extended by the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineDental Practice Entity.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all All Accounts Receivable relating shall remain the property of Seller. Seller hereby authorizes Buyer, however, to collect such receivables for a period of 180 days after the Diablo BusinessClosing. Diablo Seller shall deliver to ATS on or as soon as practicable after the Closing Date Buyer a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to account within three days after Closing and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer shall use its reasonable business efforts efforts, consistent 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 Receivable with respect showing amounts collected to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction date, and amounts outstanding as of the Accounts Receivablesame date, unless the customer contests in writing the validity and, within 15 days of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after period covered by such timestatement, the parties shall meet deliver to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of Seller the Accounts Receivable assigned 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 it for collection hereunder 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 Seller (and not with Buyer) 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 to refer any resolution of such Accounts dispute with Seller, to Seller's account. An Account Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.not

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Diablo BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Diablo Within ten (10) days following the Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Diablo BusinessCommencement Date (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the collect for Licensee its Accounts Receivable relating to as shown on the Diablo Business will be for the account Schedule of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business delivered by Licensee for a period of one hundred eighty fifty (180150) days after following the Closing Date (Commencement Date. Licensee will provide Time Broker a power of attorney or other required authorization for the "Collection Period")limited purpose of allowing Time Broker to endorse and deposit checks and other instruments received in payment of such Accounts Receivable. Any All payments received by Time Broker from any customer whose name appears in the Schedule of Accounts Receivable and who is also a customer of Time Broker shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Diablo Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS Time Broker shall furnish Diablo with a list of, and pay over remit to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business Licensee on a monthly basis and forward to Diabloweekly basis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting amounts previously collected by Time Broker on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, along with a written accounting of same, including without limitation, to the parties extent Licensee's traffic and billing system can produce same, a detailed open Accounts Receivable report reflecting payments remitted therewith. Any Accounts Receivable that have not been collected within such one hundred fifty (150) day period shall negotiate be returned to Licensee, together with all records in connection therewith, including without limitation, to the extent Licensee's traffic and billing system can produce same, a good faith value of detailed open Accounts Receivable report reflecting payments remitted therewith, whereupon Licensee may pursue collection thereof in such Accounts Receivable, which ATS shall pay to Diablo if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.. Time Broker shall

Accounts Receivable. At On the closingClosing Date, Diablo shall appoint ATS its agent Benedek will assign to WGRC for purposes of collection all of the purpose outstanding accounts receivable of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or Benedek as soon as practicable after of the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable arising out of the Diablo Businesssale of advertising time on the Station for cash (the "Receivables"). Subject to the terms and limited by provisions in this Section 2.6, WGRC will collect the following, revenues relating to Receivables in the Accounts Receivable relating to same manner and with the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts same diligence that WGRC uses to collect the Accounts Receivable with respect to the Diablo Business its own accounts receivable for a period of one hundred eighty (180) 180 days after following the Closing Date (the "Collection Period"). Any payment All amounts received by ATS WGRC after the Closing from an account debtor will be applied first to the Receivables of such account debtor in the order of their origination; provided however, that amounts received shall not be applied to specific discrepancies identified by the account debtor unless objected to in writing as a reason for non-payment. WGRC will not be obligated to institute litigation, 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. Within 10 days after the end of each month during the Collection Period, WGRC will provide Benedek with a written report on collections made with respect to the Receivables and an aging report as of the end of such month and pay over to Benedek the amounts collected net of employee, national representation or advertising agency sales commissions (unless already paid) and WGRC shall promptly pay such commissions to the appropriate party. On the 181st day after the Closing Date, WGRC will reassign to Benedek any Receivables that remain uncollected. If during the Collection Period from any customer a dispute arises with regard to an account included among the Receivables, WGRC shall promptly advise Benedek thereof and may (or, if requested by Benedek, shall) return that account to Benedek. Any amounts received by WGRC after any Receivable has been reassigned to Benedek which is an Accounts can be specifically identified as a payment on the account of such reassigned Receivable will be promptly paid over or forwarded to Benedek. All amounts due to Benedek under this Section 2.6 that are not paid in accordance with respect the provisions hereof shall bear interest until paid at a rate per annum equal to the Diablo Business generally prevailing prime interest rates (as reported by The Wall Street Journal) plus two percentage points (2%). The parties acknowledge and agree that (i) Receivables collected by WGRC for Benedek pursuant to this Section 2.6 shall first not be applied subject to a right of offset for any claim by WGRC against Benedek and (ii) if WGRC takes any action in reduction of the Accounts Receivable, unless the customer contests in writing the validity violation of such application. During the Collection Periodprohibition, ATS WGRC's right and obligation to collect Receivables shall furnish Diablo with a list ofimmediately terminate, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Benedek shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain have the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any all such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, Receivables in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineabsolute discretion.

Accounts Receivable. At Promptly after the closingClosing, Diablo shall appoint ATS its agent for the purpose Sellers will furnish the Purchaser with a list of collecting all the Pre-Closing Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or outstanding as soon as practicable after of the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessDate. Subject The Purchaser agrees to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business Ordinary Course efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Pre-Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Periodprovided, ATS shall furnish Diablo with a list of, and pay over to Diablohowever, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated required to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder institute a legal proceeding or to refer any of such Accounts Receivable to retain a collection agency or take any other action outside of the Ordinary Course to collect the Pre-Closing Accounts Receivable. The Sellers may at any time designate a representative to monitor such collection at the Purchaser’s facility and the Purchaser shall provide the Sellers with reasonable access to the Purchaser’s books and records to the extent reasonably required by the Sellers to confirm the Purchaser’s compliance with this Section 2.11. If the Purchaser receives a payment from an account debtor relating solely to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Pre-Closing Account Receivable, except with the approval of Diablo. ATS Purchaser shall not incur any liability remit such payment to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance Sellers within five (5) business days of its obligations set forth in this Sectionreceipt of such payment. During and On the tenth (10th) day of each calendar month after the Collection PeriodClosing, without specific agreement the Purchaser shall provide the Sellers with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation a reconciliation of the collection of Pre-Closing Accounts Receivable for collection purposesthe month ended prior thereto. To the extent the Purchaser receives a payment from an account debtor of a Pre-Closing Account Receivable who also has an account receivable owing to the Purchaser relating to a post-Closing transaction, except for Accounts Receivable retained by Diablo after the Collection PeriodPurchaser agrees to apply such payment to the oldest invoice first unless such account debtor specifically designates the application of such payment. The provisions Purchaser agrees to execute such notices, bills of sale, assignment agreements or other documents as may be reasonably requested by Sellers and required to implement the transactions contemplated by this Section 2.11. In the event that any Pre-Closing Account Receivable from an account debtor remains outstanding for more than 180 days, SSCE shall consult with the Purchaser as to appropriate actions to collect such account. With the Purchaser’s prior written consent (such consent not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectivelybe unreasonably withheld), the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered Seller may take reasonable action to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinecollect such receivable.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Subject to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after Citadel's receipt from Seller at the Closing Date of a complete and detailed statement showing list (the name, amount and age "ACCOUNTS RECEIVABLE LIST") of each Accounts Receivable accounts receivable of the Diablo Business. Subject to and limited by Station existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business "ACCOUNTS RECEIVABLE"), for a period of one hundred eighty (180) 120 days after commencing with the Closing Date (the "Collection PeriodCITADEL COLLECTION PERIOD"). Any payment received by ATS during , Citadel, as agent for Seller, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Diablo Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Seller of such applicationany dispute. Remittances collected by Citadel on behalf of Seller shall be remitted to Seller without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Seller's option, Seller shall furnish Diablo with a list of, and pay over be permitted to Diablo, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Seller shall be accompanied by a written report from Citadel setting forth the Diablo Business on a monthly basis aggregate amount of the Accounts Receivable and forward to Diablothe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Seller with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Seller any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Seller shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At Effective the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age last business day of each Accounts Receivable of the Diablo Business. Subject to and limited by the followingmonth, revenues relating to PHYN shall purchase the Accounts Receivable relating (other than Accounts Receivable from the Medicare Program) of the Practice arising during the month just ended, by payment of cash or other readily available funds into an account of the Practice. The consideration for the purchase shall be an amount equal to actual charges of the Clinical Facility for the month just ended, reduced by PHYN to reflect historical Adjustments. For purposes of determining historical Adjustments, reference shall be made to the Diablo Business will be average monthly collections of the Clinical Facility for the account of Diablothree (3) month period preceding the month for which a payment is made. ATS shall use its reasonable business efforts to collect Payment for the Accounts Receivable with respect to shall be reduced by the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction amount of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS service fees due to PHYN under Section 8.1 and shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business be made on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) business day of the month following the end month in which the Accounts Receivable are generated. For example, if PHYN is purchasing receivables generated in July 1998, payment will be made on August 20, 1998, and the amount of the Collection Periodpayment shall be made by reference to the average monthly collections of the Clinical Facility during the preceding months of April, May and June. Upon Although it is the request intention of either party at the parties that PHYN purchase and after thereby become owner of the Accounts Receivable of the Practice, in case such timepurchase shall be ineffective for any reason, the parties Practice has entered into a Security Agreement to grant a security interest in the Accounts Receivable PHYN to secure the immediate repayment to PHYN of all indebtedness and obligations of the Practice to PHYN arising under or in connection with this Agreement. In addition, the Practice shall meet to mutually cooperate with PHYN and execute all necessary documents in good faith analyze any uncollected connection with the pledge of such Accounts Receivable to determine if the samePHYN or at PHYN's option, its lenders. All collections in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain respect of such Accounts ReceivableReceivable shall be deposited in a bank account designated by PHYN. As to each To the extent the Practice comes into possession of any payments in respect of such Accounts Receivable, the parties Practice shall negotiate a good faith value of direct such Accounts Receivable, which ATS shall pay payments to Diablo if ATS, PHYN for deposit in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained bank accounts designated by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinePHYN.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Diablo Stations which occur prior to the Commencement Date (the "Accounts Receivable") shall appoint ATS its agent for the purpose of collecting belong to Licensee and all Accounts Receivable relating for Programming which occurs thereafter shall belong to Time Broker. Within ten business (10) days following the Diablo Business. Diablo Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Diablo BusinessCommencement Date, by 10 15 accounts and the amounts then owing (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts (with at least the care and diligence that Time Broker uses to collect the its own accounts receivable) to collect for Licensee its Accounts Receivable with respect to as shown on the Diablo Business Schedule of Accounts Receivable delivered by Licensee for a period of one hundred eighty fifty (180150) days after following the Commencement Date; provided, that Time Broker's obligation to collect the Accounts Receivable shall survive the Closing Date (as defined in the "Collection Period")Purchase Agreement) to the extent necessary for Time Broker to collect the Accounts Receivable for a period of one hundred fifty (150) days following the Commencement Date. Any All payments received by Time Broker from any customer whose name appears in the Schedule of Accounts Receivable shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Diablo Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable. On the fifth day following the last day of each month during such one hundred fifty (150) day period (or, unless if any such day is a Saturday, Sunday or holiday, on the customer contests in writing the validity of such application. During the Collection Periodnext day on which banking transactions are resumed), ATS Time Broker shall furnish Diablo with a list of, and pay over remit to Diablo, the amounts collected Licensee collections received by Time Broker with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth Any Accounts Receivable that have not been collected within such one hundred fifty (15th150) day following the end of the Collection Period. Upon the request of either party at and after period shall be reassigned, without recourse to Time Broker, to Licensee, together with all records in connection therewith, whereupon Licensee may pursue collection thereof in such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Time Broker shall not make any such referral or compromise, nor settle or adjust the amount compromise of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, and shall not compromise for less than full value any Account Receivable without the "Retained Accounts Receivable"), provided the Retained prior written consent of Licensee. Except to remit collected Accounts Receivable are set forth in a written notice delivered accordance herewith, Time Broker shall have no liability or obligation to ATS by Diablo on or prior Licensee with respect to the Closing Date. Diablo collection of its accounts and shall retain the sole and exclusive right not be obligated to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinetake any action to collect such accounts.

Accounts Receivable. At Effective, if at all, upon the closingearlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, Diablo shall appoint ATS Citicasters hereby appoints American its agent and American hereby appoints Citicasters its agent for the purpose of collecting all Accounts Receivable relating to the Diablo BusinessCiticasters Station and the American Stations, respectively. Diablo Each party shall deliver to ATS the other on or as soon as practicable after the earlier to occur of the applicable TBA Date or the Closing Date (but, in any event, within ten (10) days after such earlier date) a complete and detailed statement showing the name, amount and age of each Accounts Account Receivable of the Diablo Businessits Stations. Subject to and limited by the following, revenues relating to the Citicasters Accounts Receivable relating to and the Diablo Business American Accounts Receivable will be for the account of DiabloCiticasters and American, respectively. ATS Each agent shall use the same collection procedures as it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Diablo Business which it is acting as agent for a period of one hundred eighty ninety (18090) days after the Closing applicable Cut-off Date (the "Collection Period"). Any payment received by ATS either party during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect to the Diablo Business which it is acting as agent shall first be applied in reduction of the Accounts such Account Receivable, unless the customer contests indicates otherwise in writing the validity of such applicationwriting. During the Collection Period, ATS each agent shall furnish Diablo the other with a list of, and pay over to Diablothe other, the amounts collected with respect to the Accounts Receivable with respect to which it is acting as agent within five (5) days after the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as end of each month during the case may be, copies of all correspondence relating to Accounts ReceivableCollection Period. ATS Each agent shall provide Diablo the other with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party agent at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS the party which acted as agent with respect thereto desires to retain such Accounts ReceivableReceivable in the interest of maintaining an advertising relationship. As to each such Accounts Receivable, the parties shall negotiate a in good faith attempt to negotiate the value of such Accounts Receivable, which ATS the purchasing party shall pay to Diablo the other if ATSthe purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Diablo Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith such value, and ATS each party agrees to turn over to Diablo the other any payments received against any such Accounts Receivable. ATS Neither agent shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS neither party shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablothe other party. ATS Neither agent shall not incur any liability to Diablo any other party for any uncollected account Accounts Receivable unless ATS such agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS the agent with respect thereto to the contrary, neither Diablo none of the assigning parties nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo the assigning party after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At As of the closingLMA Date, Diablo Licensee shall appoint ATS its assign to Broker as Licensee's agent for the purpose purposes of collecting collection only all Accounts Receivable of the accounts receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject to and limited by the following, revenues relating Station prior to the Accounts Receivable relating LMA Date. Broker shall use such efforts as are reasonable and in the ordinary course of business to collect the accounts receivable for 90 days following the LMA Date ("Broker Collection Period"); provided, however, that Broker's obligation to use its best efforts shall not extend to the Diablo Business will be institution of litigation, employment of counsel, or any other extraordinary means of collection. So long as the accounts receivable are in Broker's possession, neither Licensee nor its agents shall make any solicitation for collection purposes nor institute litigation for the collection of any amounts due thereunder, except for such accounts receivable which Broker has consented to Licensee's collection thereof prior to the expiration of the Broker Collection Period which consent will not be unreasonably withheld. All payments received by Broker during the Broker Collection Period from any person obligated with respect to any of the accounts receivable shall be applied first to Licensee's account of Diabloand only after full satisfaction thereof to Broker's account. ATS Broker shall use not incur or cause to be incurred any collateral or outside fees, costs or charges in connection with its reasonable business efforts to collect the Accounts Receivable account receivables without first having obtained the authorization in writing of Licensee. Broker shall separately account for all amounts collected on Licensee's behalf and remit to Licensee such amounts every two weeks in arrears during the Broker Collection Period. Broker shall send to Licensee monthly in arrears during the Broker Collection Period an aging report with respect to such accounts receivable. Any of the accounts receivable that are not collected during the Broker Collection Period shall be reassigned to Licensee at the end of the Broker Collection Period, after which Broker shall have no further obligation to Licensee with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period")accounts receivable. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business Broker shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain not have the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivableof the accounts receivable without Licensee's prior written consent, except with or to withhold any proceeds of the approval of Diablo. ATS shall not incur any liability accounts receivable or to Diablo for retain any uncollected account unless ATS shall have engaged in willful misconduct receivable or gross negligence in the performance of its obligations set forth in this Section. During and payment on account thereof after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation expiration of the Accounts Receivable Broker Collection Period for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinereason whatsoever.

Accounts Receivable. At Closing Seller shall assign to Purchaser all accounts receivable payable as of the closingNight Audit Cut-Off, Diablo for which Purchaser shall appoint ATS its agent for be obligated to pay to Seller in the purpose form of collecting all Accounts Receivable relating a credit received at Closing an amount equal to the Diablo Businesssum of (i) ninety-five percent (95%) of the face value of all accounts receivable that are not more than thirty (30) days past due and (ii) ninety percent (90%) of the face value of all accounts receivable that are more than thirty (30) days past due but not more than sixty (60) days past due, each as shown on the books of the Property as of the Closing Date. Diablo After Closing, Purchaser shall deliver have the sole right to ATS collect and retain all such assigned accounts receivable, provided, that the collection of such accounts receivable shall be the responsibility of Manager. Accounts receivable that are payable as of the Night Audit Cut-Off and that are more than sixty (60) days past due shall not be purchased by Purchaser as provided above and shall remain the property of Seller. The responsibility for collecting such accounts receivable shall remain with Manager. Seller shall not be entitled to any Property revenues received by Purchaser or Manager on or as soon as practicable and after the Closing Date a complete from any payors owing any such accounts receivable unless and detailed statement showing so long as such payors shall be current in their accounts receivable obligations for periods occurring from and after the nameNight Audit Cut-Off. In that case, amount and age of each Accounts Receivable Purchaser or Manager, as applicable, shall deliver to Seller any accounts receivable, net of the Diablo Businesscosts of collection, received by Purchaser or Manager until such accounts receivable owing to Seller have been paid in full. Subject If, however, delinquent accounts receivable are not collected by Purchaser or Manager from the payors owing such amounts that are more than sixty (60) days past due as of the Night Audit Cut-Off, Purchaser shall not be liable to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be Seller for the account of Diablosuch delinquent accounts receivable. ATS Purchaser shall use its reasonable business efforts not have any obligation to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty any delinquent accounts receivable that are more than sixty (18060) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction past due as of the Accounts ReceivableNight Audit Cut-Off; provided that, unless upon prior written notice to Purchaser, Seller shall be free to initiate any legal action and/or take any other action against the customer contests in writing the validity payors of such application. During accounts receivable in an effort to collect same, and any amounts collected by Seller in connection with any such action or otherwise shall be the Collection Period, ATS shall furnish Diablo with a list sole property of, and pay over to Diabloshall be retained by, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to DiabloSeller, promptly upon receipt or deliveryprovided, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS that Seller shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the have no right to collect terminate any of its Accounts Receivable as agreements with such parties that are assumed by Purchaser pursuant to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineAgreement.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on On or as soon as practicable after the Escrow Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Purchaser shall use its reasonable business best efforts to collect the Accounts Receivable with respect all payments on accounts receivable arising from performance of patient services prior to the Diablo Business Escrow Closing Date at the Facility. All payments received from government agencies for a period of one hundred eighty (180) days the Facility shall be remitted to Seller if such payments are attributable to services performed on or prior to the Escrow Closing Date, and shall be retained by Purchaser if such payments are attributable to services rendered after the Escrow Closing Date. Unless otherwise noted, all payments received by Purchaser from private patients after the Escrow Closing Date (shall be applied first to any accounts receivable of such private patients owing to Purchaser for services rendered after the "Collection Period")Escrow Closing Date; and then to any accounts receivables owed to Seller arising on or prior to the Escrow Closing Date. Any Purchaser shall have no interest in accounts receivable of Seller arising from services rendered on or prior to the Escrow Closing Date. For three years after the Escrow Closing Date, Purchaser shall provide periodic reports to Seller, not less frequently than semiannually concerning payments of accounts receivable arising from performance of patient services on or prior to the Escrow Closing Date, such reports to be accompanied by payment of any amounts received by ATS during the Collection Period from any customer with Purchaser and not previously paid to Seller. For purposes of this Section, "reasonable best efforts" means that Purchaser shall send statements of accounts receivable to an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationappropriate party responsible for payment thereof. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated to use pursue any extraordinary efforts further collection activities or bring any action to collect any of such receivables. In the Accounts Receivable assigned event any checks are received by Purchaser for patient services provided after the Escrow Closing Date and such checks are made payable to it for collection hereunder or the order of Seller, Seller hereby grants to refer any of Purchaser the right to endorse such Accounts Receivable checks and to a collection agency or deposit such checks in Purchaser's banking accounts, subject to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth reporting requirements in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all All Accounts Receivable relating shall remain the property of Seller. Seller hereby authorizes Buyer, however, to collect such receivables for a period of 180 days after the Diablo BusinessClosing. Diablo Seller shall deliver to ATS on or as soon as practicable after the Closing Date Buyer a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to account within three days after Closing and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer shall use its reasonable business efforts efforts, consistent 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 Receivable with respect showing amounts collected to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction date, and amounts outstanding as of the Accounts Receivablesame date, unless the customer contests in writing the validity and, within 15 days of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon period covered by such statement, deliver to Seller the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected 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 determine 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 the samesuch Person has, in their the reasonable business judgmentopinion of Buyer, are deemed 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 collectable applied first to Buyer's account and if ATS desires only after the earlier to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value occur of full satisfaction of Buyer's account or resolution of such Accounts Receivabledispute, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts ReceivableSeller's account. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Buyer shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or required to refer any of such Accounts Account Receivable to a collection agency or to any an attorney for collection, and ATS nor shall not make any such referral or it compromise, nor settle settle, or adjust any Account Receivable having a value in excess of $5,000 without receiving the amount approval of any such Seller. Seller shall take no action with respect to the Accounts Receivable, except with such as litigation, until the approval expiration of Diablosuch 180-day period. ATS Following the expiration of said 180-day period, Seller shall not incur any liability be free to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, take such action as Diablo Seller may in its sole discretion may determinedetermine to collect any Accounts Receivable then outstanding.

Accounts Receivable. At Subject to Citadel's receipt from Sellers at the closing, Diablo shall appoint ATS its agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age List") of each Accounts Receivable accounts receivable of the Diablo Business. Subject to and limited by Stations existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the "Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Receivable"), for a period of one hundred eighty (180) 120 days after commencing with the Closing Date (the "Citadel Collection Period"). Any payment received by ATS during , Citadel, as agent for 33 <PAGE> 35 Sellers, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Diablo Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Sellers of such applicationany dispute. Remittances collected by Citadel on behalf of Sellers shall be remitted to Sellers without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Sellers' option, Sellers shall furnish Diablo with a list of, and pay over be permitted to Diablo, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Sellers shall be accompanied by a written report from Citadel setting forth the Diablo Business on a monthly basis aggregate amount of the Accounts Receivable and forward to Diablothe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Sellers with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Sellers any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Sellers shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closing, Diablo Purchaser shall appoint ATS its agent assume responsibility for the purpose billing and collection of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS payments on or as soon as practicable account of services rendered by Purchaser at each Facility on and after the Closing Date a complete for such Facility. Seller shall retain all rights in and detailed statement showing title to all pre-closing accounts receivable except to the name, amount and age of each Accounts Receivable extent any portion relates in part to dates after such Closing Date. Seller agrees that it will not evict any current residents at any of the Diablo Business. Subject to Facilities between the Effective Date and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of for such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts ReceivableFacilities without Purchaser's prior written consent, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS consent shall not be obligated to use any extraordinary efforts to collect any unreasonably withheld. Seller's pre-Closing accounts receivable shall include all amounts due Seller, whether billed or unbilled, as of the Accounts Receivable assigned to it Closing Date, for collection hereunder all services and ancillary services or to refer any of such Accounts Receivable to a collection agency or products provided to any attorney for collection, and ATS shall not make any such referral current or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained former residents by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or Seller prior to the Closing Date. Diablo For payments received by Purchaser on the account of private-pay patients, Medicaid Recipient Resource patient amounts, Medicare co-pays and managed care co-pays, where the applicable remittance advice does not specify the dates of services for which payment is made, such payments shall retain be processed, to the sole extent permitted by applicable law, first to Purchaser for the current or next preceding month and exclusive right any arrearages shall be credited to collectSeller. All payments received by Purchaser from private pay patients which specify a date of service before Closing or that are otherwise applied against Seller's pre-Closing accounts receivable for such patients, whether during shall be remitted to the applicable Seller as payment against the applicable Seller's remaining pre-Closing receivables due from those same patients within fifteen (15) business days of its receipt thereof and any remaining amounts shall be retained by Purchaser. In addition, Purchaser shall remit to Seller within five (5) business days of its receipt thereof any third-party payor payments (Social Security, Medicaid, etc.) received by Purchaser that apply to a pre-Closing account of the resident/patient for whom the payment is made in accordance with the dates of service indicated on the remittance, together with a copy of the remittance advice. In addition, Purchaser shall remit to the Seller within five (5) business days of its receipt thereof any repayment or reimbursement received by Purchaser arising out of cost reports filed for the cost reporting period ending prior to the Closing Date. Seller agrees it shall remit to Purchaser within five (5) business days of Seller's receipt thereof any payment received by Seller that pertains to the period from and after the Collection PeriodClosing Date. Each party agrees that they will provide each other with any information reasonably required to enable either party to complete its billing to residents, all Retained Accounts Receivable, as Diablo patients and in its sole discretion may determineprivate pay or Governmental Programs.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after Following the Closing Date a complete Date, Institute shall cease its collection efforts and detailed statement showing Buyer shall exercise commercially reasonable efforts to collect, on behalf of Institute, the name, amount and age of each Accounts Receivable accounts receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date reflected on Schedule 4.18 (the "Collection PeriodClosing Date A/Rs"). Any payment All payments received by ATS during Buyer or Institute from customers/clients of the Collection Period from any customer with an account which is an Accounts Receivable with respect Business who have outstanding Closing Date A/Rs shall either be retained by the recipient or promptly remitted to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or deliveryother party, as the case may be, copies of in accordance with the following procedure: all correspondence relating payments from such customers/clients shall be credited to Accounts Receivable. ATS shall provide Diablo the specific invoices for which such payments are submitted and, assuming compliance with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such timeforegoing, the parties shall meet checks received by Buyer that are payable to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to Institute will be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn directly turned over to Diablo Institute. Funds shall be remitted to the proper party on a daily business day basis and any payments received against any such Accounts Receivable. ATS funds not remitted to the proper party within ten (10) days after receipt shall not be obligated to use any extraordinary efforts to collect any of accrue interest at the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectionprime interest rate, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence as published in the performance "Money Rates" section of its obligations set forth The Wall Street Journal plus two percent (2%). Notwithstanding anything contained in this Section. During and after the Collection Period, without specific agreement with ATS Section 6.5 to the contrary, neither Diablo nor its agents Buyer shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary undertake collection efforts or referrals to a in substantially the same manner following the Closing Date as is customary in the collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth of accounts receivable arising in a written notice delivered to ATS by Diablo on or Buyer's own business prior to the Closing Date, provided that Buyer shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in the accounts receivable, and further provided that Buyer shall have no authority to forgive, compromise or write off any of Institute's accounts receivable. Diablo Buyer shall retain inform Institute in writing, on a weekly basis, of the sole status of delinquent accounts and exclusive amounts collected on account of invoices rendered by Institute prior to the Closing and shall provide Institute with an accounts receivable aging report. Institute shall have the right to collectreview Buyer's books and records to verify Buyer's performance of its obligations under this Section 6.5. Institute may elect, whether during at any time, to collect any or after the Collection Periodall of its own receivables, in which event Buyer shall turn over all Retained Accounts Receivable, as Diablo in its sole discretion may determinematerials relating to such receivables (except Buyer shall be entitled to retain copies of all of such records) to Institute and cease collection efforts on behalf of Institute.

Accounts Receivable. At Effective as of the closingClosing, Diablo shall appoint ATS except as otherwise required by the Subcontract Agreement, Premier hereby irrevocably constitutes and appoints Acquisition Sub its agent for true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead to endorse the purpose name of collecting Premier on any checks and other remittances received on account of the Premier Receivables and the Premier Work-In-Process and to perform all Accounts Receivable relating other acts necessary or desirable to collect the Premier Receivables and amounts received with respect to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be Premier Work-In-Process for the account of DiabloAcquisition Sub. ATS In accordance with the Transition Services Agreement attached hereto as Exhibit G, Premier agrees that it shall promptly after receipt after the Closing, transfer and deliver to Acquisition Sub any cash or other property that Premier may receive in respect of such Premier Receivables or on account of the Premier Work-In-Process, and any mail, checks or other documents received by Premier relating to any of the Premier Assets or Premier Obligations transferred to Acquisition Sub hereunder, such cash, property, mail, checks and documents to be delivered in the form and condition in which received, except for the opening of any envelope or package. Premier shall use its commercially reasonable business efforts to collect assist Acquisition Sub in the Accounts Receivable with respect to collection of the Diablo Business for a period Premier Receivables and all amounts receivable on account of one hundred eighty (180) days the Premier Work- In-Process after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction extent requested by Acquisition Sub. Acquisition Sub agrees to diligently ▇▇▇▇ the unbilled portions of the Accounts ReceivablePremier Receivables and pursue the collection of the Premier Receivables after the Closing. The parties hereto agree that none of the Premier Receivables shall be deemed to be uncollectible, unless such that Premier is deemed to have breached the customer contests representation and warranty by Premier in writing Section 3.15.2 that all of the validity of Premier Receivables, less any allowances for doubtful accounts reflected in the Estimated Closing Balance Sheet, are collectible, until such applicationPremier Receivables remain uncollected twelve (12) months after the Closing Date. During the Collection PeriodUpon seeking payment for an uncollectable receivable from Premier or Stockholder, ATS Acquisition Sub shall furnish Diablo with a list of, and pay over provide to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business Premier or Stockholder on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence information relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at receivable and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value Acquisition Sub’s collection effort of such Accounts Receivablereceivable. Stockholder may contact ▇▇▇▇▇▇ ▇▇▇▇, which ATS shall pay to Diablo CACI Director of Cash Management and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or if ATSsuch individual(s) are no longer employed by Federal or Acquisition Sub, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary Federal designated successor regarding Acquisition Sub’s collection efforts of Premier accounts receivable. In the event that Acquisition Sub collects an unrecoverable receivable after recovering such unrecoverable receivable from Premier or referrals Stockholder, Acquisition Sub shall promptly remit such collection amounts to a collection agency Premier or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineStockholder.

Accounts Receivable. At All accounts receivable which are in existence at the closingClosing Date are herein called the “Subject Receivables” and shall be dealt with as follows: (a) As soon as is reasonably practicable following the Closing Date, Diablo shall appoint ATS its agent for Sellers, with such assistance from Buyer as they may reasonably require, will prepare a detailed trial balance of the purpose of collecting all Accounts Receivable Subject Receivables and deliver such trial balance to Buyer. With respect to Subject Receivables relating to the Diablo Business. Diablo non-hold back or non-retention contracts, once one hundred and twenty (120) days have elapsed, Buyer shall deliver to ATS on Sellers a list of the Subject Receivables which are then outstanding in whole or as soon as practicable in part and which Buyer wishes to assign to Sellers (the “Uncollected Non-Retention Receivables”), if any. In addition, with respect to Subject Receivables relating to hold back or retention contracts, upon the earlier of (i) ninety (90) days after such accounts receivable have become fully due and payable or (ii) two years from the Closing Date Date, Buyer shall deliver to Sellers a complete list of such Subject Receivables which are then outstanding in whole or in part and detailed statement showing which Buyer wishes to assign to Sellers (the name“Uncollected Retention Receivables” and together with the Uncollected Non-Retention Receivables, amount and age the “Uncollected Receivables”), if any. At the time of each Accounts Receivable respective delivery, Buyer shall: (i) Assign such Uncollected Receivables to Sellers (or their designees) free and clear of all security interests or other encumbrances, pursuant to a form of assignment satisfactory to Sellers’ counsel, acting reasonably; and (ii) Sellers shall forthwith pay to Buyer an amount equal to the aggregate unpaid principal amount of the Diablo Business. Subject Uncollected Receivables. (b) Buyer will provide access, during business hours, to such employees, books and limited by records of the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts as Sellers may reasonably require in order to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business Uncollected Receivables and shall first be applied in reduction of the Accounts Receivableprovide, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may beat Sellers’ expense, copies of all correspondence relating such relevant documentation as Sellers may reasonably require in connection therewith. If requested by Sellers, Buyer will provide oral or written confirmation to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end specific account debtors of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any Uncollected Receivables of the Accounts Receivable assigned assignment of the relevant Uncollected Receivables to it for collection hereunder or Sellers and that payment of the relevant Uncollected Receivables to refer any Sellers shall release the specific account debtor of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo Buyer in respect of such Uncollected Receivable. Sellers shall make only such requests of Buyer as are reasonable in order for them to collect the Uncollected Receivables and Sellers shall use their best efforts not to cause any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS unreasonable disruption to the contraryongoing business of Buyer in relation to such requests. Should Buyer receive any payments in respect of Uncollected Receivables after they have been assigned to Sellers, neither Diablo nor its agents Buyer shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply forthwith forward such payments to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineSellers.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable Within ten (10) days after the Closing Date Commencement Date, Licensee shall provide Time Broker with a complete list of all accounts receivable of Licensee arising from the business and detailed statement showing the name, amount and age of each Accounts Receivable operations of the Diablo BusinessStation accrued as of the Commencement Date ("Receivables"). Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts Time Broker agrees to collect the Accounts Receivable with respect to the Diablo Business for Licensee all Receivables for a period of one hundred eighty ninety (18090) days after the Closing Date (Commencement Date. Licensee shall provide Time Broker with a power of attorney or other required authorization for the "Collection Period")limited purpose of allowing Time Broker to endorse and deposit checks and other instruments received in payment of such Receivables. Any All payments received by Time Broker from any customer whose name appears on the list of accounts receivable and who is also a customer of Time Broker shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect it on Receivables and Licensee shall have access at reasonable times to the Diablo Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable, unless the customer contests in writing the validity of such applicationReceivables. During the Collection Period, ATS Time Broker shall furnish Diablo with a list of, and pay over to Diablo, the promptly deposit amounts collected with respect to the Accounts Receivable Receivables into an account designated by Licensee. Within thirty (30) days after the last business day of each calendar month, Time Broker shall remit to Licensee a written accounting of amounts previously collected by Time Broker on such Receivables and an accounts receivable aging report for those Receivables still outstanding. Any Receivables that have not been collected within such ninety (90) day period shall be returned to Licensee, together with all records in connection therewith, including, but not limited to, a final accounting of the Receivables still outstanding. Time Broker shall not have the right to compromise, settle or adjust the amounts of any such Receivables without Licensee's prior written consent. Except to remit collected Receivables in accordance herewith, Time Broker shall have no liability or obligation to Licensee with respect to the Diablo Business on a monthly basis collection of Licensee's accounts and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use take any extraordinary efforts action to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineaccounts.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose Schedule 6.06 sets forth a complete and correct list of collecting all Accounts Receivable relating included in the calculation of the Estimated Net Working Capital and any adjustment to the Diablo BusinessBase Purchase Price pursuant to Section 2.05 (the “Closing Date Receivables”). Diablo shall deliver to ATS on or as soon as practicable after The list of the Closing Date a complete and detailed statement showing Receivables may be revised in connection with the name, amount and age of each Accounts Receivable determination of the Diablo BusinessFinal Net Working Capital. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer agrees that it shall use its commercially reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Closing Date Receivables for a period of not less than one hundred eighty twenty (180120) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with and an account which is an Accounts Receivable additional thirty (30) days thereafter with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, Closing Date Receivables that are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or existing but unbilled prior to the Closing Date). Diablo If collections by Buyer with respect to the Closing Date Receivables during the one hundred twenty (120) day period following the Closing Date (and an additional thirty (30) days thereafter with respect to Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (such deficit being referred to as the “Uncollected Receivables Amount”), Seller or Stockholders shall retain pay to Buyer an amount equal to the sole and exclusive Uncollected Receivables Amount within ten (10) days following written demand by Buyer. Buyer’s right to collectrecover the Uncollected Receivables Amount shall not be subject to the provisions of Article VIII or any limitations of liability set forth therein. Any such payment shall be deemed an adjustment to the Base Cash Payment. Upon receiving payment for the Uncollected Receivables Amount, whether during Buyer shall assign such Closing Date Receivables to the Seller. If Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to this Section 6.06, Buyer shall promptly pay to Seller (or after the Collection Period, all Retained Accounts ReceivableStockholders, as Diablo applicable) the amount received by Buyer for such Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to the Seller, the Seller shall have the right to seek collection of any such Closing Date Receivables; provided, that the Seller shall provide written notice to Buyer in its sole discretion may determineadvance of the Seller initiating any legal proceedings against the account debtor on any such Closing Date Receivables.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Subject to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after Purchaser's receipt from Citadel at the Closing Date of a complete and detailed statement showing list (the name, amount and age "ACCOUNTS RECEIVABLE LIST") of each Accounts Receivable accounts receivable of the Diablo Business. Subject to and limited by Station existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business "ACCOUNTS RECEIVABLE"), for a period of one hundred eighty (180) 120 days after commencing with the Closing Date (the "Collection PeriodPURCHASER COLLECTION PERIOD"). Any payment received by ATS during , Purchaser, as agent for Citadel, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Purchaser's normal collection processes and procedures. In no event shall Purchaser be required to institute litigation or to retain third parties to institute collection procedures with respect to the Diablo Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Purchaser shall promptly notify Citadel of such applicationany dispute. Remittances collected by Purchaser on behalf of Citadel shall be remitted to Citadel without offset of any kind within 10 days after the end of each calendar month during the Purchaser Collection Period, and within five days after termination of the Purchaser Collection Period. During the Purchaser Collection Period, ATS at Citadel's option, Citadel shall furnish Diablo with a list of, and pay over be permitted to Diablo, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Purchaser to Citadel shall be accompanied by a written report from Purchaser setting forth the Diablo Business on a monthly basis aggregate amount of the Accounts Receivable and forward to Diablothe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Purchaser Collection Period. Upon the request of either party at , Purchaser shall account for all collected Accounts Receivable and after such timeprovide Citadel with all documentation related to uncollected Accounts Receivable, the parties and Purchaser shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Citadel any amounts subsequently received by Purchaser. Purchaser shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Purchaser Collection Period, in their reasonable business judgment, are deemed to Citadel shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating All accounts receivable arising prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Accounts Receivable relating Closing Date and other broadcast revenues for services performed prior to the Diablo Business will be for Closing Date, shall remain the account property of DiabloSeller (the "Accounts Receivable") and Buyer shall not acquire any right or interest therein. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty (180) days after the six months from Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall collect the Collection Period from any customer with an account which is an Accounts Receivable in the normal and ordinary course of Buyer's business and shall apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Seller may be applied to Buyer's account if so directed by the debtor if such debtor indicates there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Diablo Business Buyer shall first be applied in reduction of notify the Accounts Receivable, unless the customer contests in writing the validity Seller of such applicationdispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. Buyer's obligation shall not extend to the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of any such account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Accounts Receivable for collection purposesthat are paid directly to Seller shall be retained by Seller, except for with notice to Buyer. Within twenty calendar days after the end of each month, Buyer shall make a payment to Seller equal to the amount of all collections of Accounts Receivable retained by Diablo after during the Collection Period. The provisions of this Section shall not apply preceding month less any commissions owing and paid to those certain salespersons or agencies for ads to which such Accounts Receivable set forth in Section 2.4 related. At the end of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained any remaining Accounts Receivable, as Diablo in its sole discretion may determineReceivable shall be returned to Seller for collection.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating All accounts receivable arising prior to the Diablo Business. Diablo shall deliver ------------------- Closing Date in connection with the operation of the Stations, including but not limited to ATS on or as soon as practicable after accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, other broadcast revenues relating for services performed prior to the Closing Date, shall remain the property of Seller (the "Accounts Receivable relating to the Diablo Business will be for the account of DiabloReceivable") and Buyer shall not acquire any right or interest therein. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty (180) days after the six months from Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall collect the Collection Period from any customer with an account which is an Accounts Receivable in the normal and ordinary course of Buyer's business and shall apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Seller may be applied to Buyer's account if so directed by the debtor if such debtor indicates there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Diablo Business Buyer shall first be applied in reduction of notify the Accounts Receivable, unless the customer contests in writing the validity Seller of such applicationdispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. Buyer's obligation shall not extend to the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of any such account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Accounts Receivable for collection purposesthat are paid directly to Seller shall be retained by Seller, except for with notice to Buyer. Within twenty calendar days after the end of each month, Buyer shall make a payment to Seller equal to the amount of all collections of Accounts Receivable retained by Diablo after during the Collection Period. The provisions of this Section shall not apply preceding month less any commissions owing and paid to those certain salespersons or agencies for ads to which such Accounts Receivable set forth in Section 2.4 related. At the end of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained any remaining Accounts Receivable, as Diablo in its sole discretion may determineReceivable shall be returned to Seller for collection.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by announcements performed on the following, revenues relating Stations prior to the Accounts Receivable relating Closing Date and other broadcast revenues for services performed prior to the Diablo Business will be for Closing Date, shall remain the account property of DiabloSeller ("Seller Accounts Receivable") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor under this Agreement. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty fifty (180150) days after following the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer agrees to use substantially the Collection Period from any customer with an account which is an same efforts to collect the Seller Accounts Receivable as Buyer uses to collect Buyer's own accounts receivable in the normal and ordinary course of business, and Buyer will apply all such amounts collected in connection with the Seller Accounts Receivable to the 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 if so directed by the debtor or under circumstances in which there is a bona fide dispute between Seller and such account debtor with respect to such account. Buyer's obligation and authority shall not extend to the Diablo Business shall first be applied in reduction institution of the litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Buyer agrees to reasonably cooperate with Seller, at Seller's expense, as to any litigation or other collection efforts instituted by Seller to collect any delinquent Seller Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Seller Accounts Receivable for collection purposes, except for Accounts Receivable that are paid directly to Seller shall be retained by Diablo after the Collection PeriodSeller, but Seller shall provide Buyer with prompt notice of any such payment. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection Every thirty (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether 30) days during or after the Collection Period, Buyer shall make a payment to Seller equal to the amount of all Retained collections of Seller Accounts ReceivableReceivable during such thirty (30) day period. At the end of the 150-day Collection Period, as Diablo in its sole discretion may determineany remaining Seller Accounts Receivable shall be returned to Seller for collection.

Accounts Receivable. At Seller shall use commercially reasonable efforts in helping Buyer to collect the closingWholesale Accounts Receivable in accordance with their terms at their recorded amounts and shall promptly (and no less frequently than weekly) remit to Buyer any and all amounts received in payment of any Wholesale Accounts Receivable; provided, Diablo however, that Seller shall appoint ATS have the right to retain any and all amounts paid by any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Buyer shall use commercially reasonable efforts in helping Seller to collect the Retail Propane Accounts Receivable and shall promptly (and no less frequently than weekly) remit to Seller any and all amounts received from any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Buyer shall not collect or retain for its agent own account any amounts from any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Notwithstanding the foregoing, Buyer shall be permitted to purchase any of the Retail Propane Accounts Receivable from Seller at or following the Closing for an amount in cash equal to one hundred percent (100%) of the book value of such Retail Propane Accounts Receivable, and the restrictions set forth in this Section 5.7 shall not apply to any Retail Propane Accounts Receivable so purchased. Each of Buyer and Seller shall provide the other party and its representatives reasonable access, upon prior written notice and during normal business hours, to its books and records relating to the Wholesale Accounts Receivable and the Retail Propane Accounts Receivable for the purpose of collecting all Accounts Receivable relating examining such books and records in order to verify the Diablo Business. Diablo shall deliver to ATS on compliance of Buyer or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or deliverySeller, as applicable, with its obligations under this Section 5.7. In the case may beevent that Seller reasonably determines that Buyer has materially breached its obligations to remit to Seller any and all amounts owed to Seller under this Section 5.7, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use promptly reimburse Seller upon Seller’s request for any extraordinary efforts and all reasonable expenses incurred by Seller in conducting any examination or investigation under this Section 5.7. In the event that Buyer reasonably determines that Seller has materially breached its obligations to collect remit to Buyer any and all amounts owed to Buyer under this Section 5.7, Seller shall be obligated to promptly reimburse Buyer upon Buyer’s request for any and all reasonable expenses incurred by Buyer in conducting any examination or investigation under this Section 5.7. Buyer hereby acknowledges that, as of December 10, 2008, an aggregate of $2,382,123.96 of the Wholesale Accounts Receivable assigned to it for collection hereunder or to refer any of such and the Retail Propane Accounts Receivable to a collection agency or to any attorney for collectionwere delinquent, as reflected on Schedules 5.7(a) and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period5.7(b) attached hereto. The provisions parties acknowledges that Schedules 5.7(a) and 5.7(b) are attached hereto solely for illustrative purposes and that the outstanding amounts and aging for the accounts receivable reflected therein are subject to change over time and do not reflect the outstanding amounts or aging as of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At 8.6.1 HERCULES hereby irrevocably appoints MACDERMID as its attorney and agent commencing at the closing, Diablo shall appoint ATS its agent TURNOVER POINT for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or outstanding accounts and notes receivable transferred as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable part of the Diablo BusinessPURCHASED ASSETS, with full authority in MACDERMID to take any and all lawful steps reasonably necessary to accomplish said purpose. Subject MACDERMID shall protect, defend , indemnify and hold harmless HERCULES from any unlawful collection activities taken by or on behalf of MACDERMID. HERCULES shall reasonably cooperate with MACDERMID in collecting said accounts and notes receivable and shall perform all acts and execute all instruments reasonably necessary or proper in order to accomplish the purposes and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account objectives of Diablo. ATS this Section. 8.6.2 MACDERMID shall use its reasonable business efforts to collect following the Accounts Receivable with respect CLOSING DATE all uncollected accounts receivable transferred to MACDERMID as part of the Diablo Business for a period of one hundred eighty PURCHASED ASSETS. In the event that any such accounts receivable remain uncollected sixty (18060) days after the Closing Date expiration of the normal historic collection period for such account receivable if the E&PD BUSINESS has a collection history with the other parties to such accounts receivable, or for accounts receivable of a similar nature if the E&PD BUSINESS does not have a collection history with the other parties to such accounts receivable, MACDERMID may transfer such accounts receivable to HERCULES at any time thereafter. HERCULES shall pay to MACDERMID by check within five (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with 5) BUSINESS DAYS following such transfer an account which is an Accounts Receivable with respect amount equal to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, uncollected account receivable as reflected in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any Net Receivables portion of the Accounts Receivable assigned to it for collection hereunder or to refer any of CLOSING DATE E&PD MANAGEMENT PERFORMANCE REPORT less all amounts collected by MACDERMID on such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and receivable after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineCLOSING DATE.

Accounts Receivable. At Upon the closingearlier to occur of Closing or the ------------------- commencement of the effectiveness of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Diablo the Evergreen Parties shall appoint ATS its PBI their agent for the purpose of collecting all Evergreen Accounts Receivable relating to the Diablo BusinessReceivable. Diablo Evergreen shall deliver to ATS EZ on or as soon as practicable after the Closing Cut-off Date (but, in any event, within ten (10) days following the Cut-off Date) a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessEvergreen Account Receivable. Subject to and limited by the following, revenues relating to the Evergreen Accounts Receivable relating to the Diablo Business will be for the account of DiabloEvergreen. ATS EZ shall use its reasonable business best efforts to collect the Evergreen Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty ninety (18090) days after the Closing Cut-off Date (the "Collection Period"). Any payment received by ATS EZ during the Collection Period from any customer with an account which is an Accounts Evergreen Account Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts such Evergreen Account Receivable, unless the customer contests indicates otherwise in writing the validity of such applicationwriting. During the Collection Period, ATS EZ shall furnish Diablo Evergreen with a list of, and pay over to Diablothe other, the amounts collected with respect to the Evergreen Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablebi-weekly basis. ATS EZ shall provide Diablo Evergreen with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Evergreen Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS EZ desires to retain such Evergreen Accounts ReceivableReceivable in the interest of maintaining an advertising relationship. As to each such Evergreen Accounts Receivable, the parties shall negotiate a good faith value of such Evergreen Accounts Receivable, which ATS EZ shall pay to Diablo Evergreen if ATSEZ, in its sole discretion, chooses to retain such Evergreen Accounts Receivable. Diablo Evergreen shall retain the right to collect any of its the Evergreen Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS EZ agrees to turn over to Diablo Evergreen any payments received against any such Evergreen Accounts Receivable. ATS EZ shall not be obligated to use any extraordinary efforts to collect any of the Evergreen Accounts Receivable assigned to it for collection hereunder or to refer any of such Evergreen Accounts Receivable to a collection agency or to any attorney for collection, and ATS EZ shall not make any such referral or compromise, nor settle or adjust the amount of any such Evergreen Accounts Receivable, except with the approval of DiabloEvergreen. ATS EZ shall not incur any liability to Diablo Evergreen for any uncollected account unless ATS EZ shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS EZ to the contrary, neither Diablo Evergreen nor its agents shall make any direct solicitation of the Evergreen Accounts Receivable for collection purposes, except for Evergreen Accounts Receivable retained by Diablo Evergreen after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closingNo later than two Business Days prior to Closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo Newpark shall deliver to ATS on or as soon as practicable after Schedule 5.19, which shall set forth a complete and correct list of all accounts receivable included in the calculation of the Estimated Net Working Capital (the “Closing Date Receivables”). The list of the Closing Date a complete and detailed statement showing Receivables may be revised in connection with the name, amount and age of each Accounts Receivable determination of the Diablo BusinessFinal Net Working Capital. Subject Buyer shall cause the Transferred Entities to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Closing Date Receivables for a period of not less than one hundred eighty twenty (180120) days after the Closing Date (Date. If collections by the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable Transferred Entities with respect to the Diablo Business shall first be applied in reduction Closing Date Receivables during the one hundred twenty (120) day period following the Closing Date are less than the amount of the Accounts Receivable, unless Closing Date Receivables (such deficit being referred to as the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo“Uncollected Receivables Amount”), the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS Newpark Entities shall pay to Diablo if ATSBuyer an amount equal to the Uncollected Receivables Amount within ten (10) days of written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount from the Newpark Entities shall not be subject to the provisions of ARTICLE VIII or the Cap, in its sole discretionBasket or any other limitations of liability set forth therein. Any such payment shall be deemed an adjustment to the Purchase Price. Subject to the final sentence of this Section 5.19, chooses upon receiving payment for the Uncollected Receivables Amount, Buyer shall cause the Transferred Entities to retain assign such Accounts uncollected Closing Date Receivables to the Newpark Entities. If Buyer or any Transferred Entity thereafter receives payment on any such uncollected Closing Date Receivables for which Buyer has previously received payment pursuant to this Section 5.19, Buyer shall promptly pay to the Newpark Entities the amount received by Buyer or any Transferred Entity for such uncollected Closing Date Receivable. Diablo Upon assignment of any such uncollected Closing Date Receivables to the Newpark Entities, the Newpark Entities shall retain have the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for seek collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with Closing Date Receivables. Notwithstanding anything to the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth contrary in this Section. During and after the Collection PeriodSection 5.19, without specific agreement with ATS if Buyer does not wish to assign to the contrary, neither Diablo nor its agents shall make Newpark Entities any direct solicitation (or all) of the Accounts Receivable for collection purposesuncollected Closing Date Receivables, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall it may elect to not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablodo so, in its sole business judgment, determines which case the Newpark Entities will require extraordinary collection efforts or referrals not be required to a collection agency or attorney pay Buyer for collection such (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable but only such) uncollected Closing Date Receivables that are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinenot assigned.

Accounts Receivable. At the closing, Diablo BEA shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo BEA Business. Diablo BEA shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BEA Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo BEA Business will be for the account of DiabloBEA. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Diablo BEA Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo BEA Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. If the customer contests the validity of any payment received by ATS during the Collection Period to be applied in reduction of the Accounts Receivable, then ATS shall promptly notify BEA and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and BEA until the validity of the application is determined. During the Collection Period, ATS shall furnish Diablo ▇▇▇▇▇▇▇ ▇▇▇ with a list of, and pay over to DiabloBEA, the amounts collected with respect to the Accounts Receivable with respect to the Diablo BEA Business on a monthly basis and forward to DiabloBEA, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo BEA with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo BEA if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo BEA shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo BEA any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloBEA. ATS shall not incur any liability to Diablo BEA for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo BEA nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo BEA after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Closing Date, shall remain the property of RBT ("▇eller Accounts Receivable relating to the Diablo Business will be for the account of DiabloReceivable") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor under this Agreement. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty ninety (18090) days after following the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall for no remuneration use reasonable efforts to collect the Collection Period from any customer Seller Accounts Receivable, and Buyer will apply all such amounts collected in connection with an account which is an the Seller Accounts Receivable collected in connection with the Seller Accounts Receivable to the debtor's oldest account receivable first, except that any such accounts collected by Buyer who are also indebted to Buyer for programs and announcements broadcast on any of the Stations may be applied to Buyer's account if so directed by the debtor or under circumstances in which there is a bona fide dispute between RBT ▇▇▇ such account debtor with respect to such account. Buyer's obligation and authority shall not extend to the Diablo Business shall first be applied in reduction institution of the litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Buyer agrees to reasonably cooperate with RBT, ▇▇ RBT's expense, as to any litigation or other collection efforts instituted by RBT ▇▇ collect any delinquent Seller Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Seller Accounts Receivable that are paid directly to Seller shall be retained by Seller, but Seller shall provide Buyer with prompt notice of any such payment. Except as otherwise provided herein, amounts collected by Buyer on account of Seller Accounts Receivable shall be remitted in full to RBT ▇▇ a monthly basis, by the fifteenth (15) day of the month following the month for which remittance is due. Buyer shall deliver to RBT an accounting showing the amount it received during each period on each account. At the conclusion of the Collection Period and after remittance of all amounts collected, Buyer will thereafter have no further responsibility with respect to the collection purposesof the Seller Accounts Receivable, and Buyer may apply all collections received by Buyer from any party who continues business with Buyer to obligations owing to Buyer, except for any payment received by Buyer which such party specifies is for amounts owed to RBT, ▇▇ which event such specified amounts shall be paid over to RBT. ▇▇yer shall not have the right to compromise, settle or adjust the amounts of any one of the Seller Accounts Receivable retained by Diablo after the Collection Periodwithout RBT's prior written consent. The provisions RBT ▇▇▇ll promptly pay all sales commissions relating to all of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineaccounts receivable whenever RBT ▇▇▇eives payment thereon.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and -------------- * Confidential portions omitted and filed separately with the commission. Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Dispensary Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Diablo Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, to secure the payment and performance of Practice's obligations hereunder, Practice is hereby concurrently and irrevocably granting, giving, assigning and pledging to Business Manager all of Practice's assets and accounts receivable. This Management Services Agreement shall constitute a period security agreement with respect to Practice's assets and accounts receivable and may be filed under the Uniform Commercial Code in each state in which Practice does business. Practice shall cooperate with Business Manager and execute all agreements or documents, including any security agreements and financing statements, in connection with the granting of one hundred eighty (180) days after the Closing Date (the "Collection Period")such security interest to Business Manager or at Business Manager's option, its lenders, that such persons deem necessary or appropriate. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable All collections with respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diabloany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Diablo express written consent of Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting Broker acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after Commencement Date in connection with the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Accounts Receivable relating Commencement Date and other broadcast revenues for 7 services performed prior to the Diablo Business will be for Commencement Date, shall remain the account property of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date Licensee (the "Licensee Accounts Receivable") and that Broker shall not acquire any beneficial right or interest therein or responsibility therefor. During the term of this Agreement ("Collection Period"). Any payment received by ATS during , Broker agrees to use reasonable efforts to assist Licensee in collection of the Collection Period from any customer with an account which is an Licensee Accounts Receivable in the normal and ordinary course of business without remuneration and will apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Broker from persons who are also indebted to Broker may be applied to Broker's account under circumstances in which there is a bona fide dispute between Licensee and such account debtor with respect to such account provided that such disputed accounts are reassigned to Licensee. Broker's obligation and authority shall not extend to the Diablo Business shall first be applied in reduction institution of the litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Broker agrees to reasonably cooperate with Licensee, at Licensee's expense, as to any litigation or other collection efforts instituted by Licensee to collect any delinquent Licensee Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Licensee nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due except with respect to any accounts that may be reassigned to Licensee. Any amounts relating to the Licensee Accounts Receivable for collection purposesthat are paid directly to the Licensee shall be retained by the Licensee, except for but Licensee shall provide Broker with prompt notice of any such payment.. Amounts collected by Broker on account of Licensee Accounts Receivable retained shall be remitted in full to RBK on a monthly basis, by Diablo after the Collection Period. The provisions fifteenth (15th) day of this Section shall not apply to those certain the month following the month for which remittance is due, provided that Broker may deduct from such amounts and be responsible for paying commissions due on the collected Licensee Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineaccordance with Attachment G hereto.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose Seller has provided Buyer a list of collecting all Division ------------------- Accounts Receivable relating and accounts in respect of revenue in excess of billing as at July 31, 1999 and shall provide to the Diablo Business. Diablo shall deliver to ATS on or Buyer promptly following Closing a list of Division Accounts Receivable and accounts in respect of revenue in excess of billing as soon as practicable after at the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts ReceivableReceivable List"), provided identifying in reasonable detail the Retained account obligors and the amount of each receivable or account in respect of revenue in exess of billing. If Seller receives a payment after the Closing Date of any item on the Accounts Receivable are set forth in a written notice delivered List, Seller shall promptly deliver such payment or the instrument of payment with proper endorsements to ATS by Diablo on or prior to Buyer. On and following the Closing Date, Buyer and Seller shall cooperate reasonably in notifying account obligors of the transfer to Buyer of the items on the Accounts Receivable List , and instructing such obligors that payments in respect thereof should be made to Buyer. Diablo Buyer shall retain make reasonable commercial efforts (which shall not include the sole obligation to initiate collection actions) to collect the items on the Accounts Receivable List . All amounts received by Buyer from an account obligor shall be applied first to the reduction of the oldest applicable account receivable shown on the Accounts Receivable List (unless customer shall specifically identify a payment to another receivable). Seller agrees that if payment for each of the shown on the Accounts Receivable List is not received by Buyer on or before a date 180 days following the date on which each such receivable is due, Seller shall upon Buyer's written request (which request shall specify in reasonable detail the item on the Accounts Receivable List which has not been paid) repurchase such unpaid item on the Accounts Receivable List within 7 business days following receipt of Buyer's request. If Seller shall not repurchase the item on the Accounts Receivable List in respect of which Buyer shall have given notice to Seller within such 7 business days, the amount due in respect of such repurchase shall bear interest at 10% per annum. Simultaneously with any payment by Seller under this Section 10.17, Buyer shall sell, transfer and exclusive right convey to collect, whether during or after Seller the Collection Period, all Retained item on the Accounts Receivable, as Diablo Receivable List and shall execute and deliver an instrument reasonably satisfactory to Seller evidencing such assignment. Upon repurchase of any item on the Accounts Receivable List hereunder Seller may in its sole discretion may determinetake any action it deems necessary or appropriate to collect such item on the Accounts Receivable List. Provided that Seller shall have no obligation hereunder to repurchase any item on the Accounts Receivable List (i) in respect of which Buyer shall have made compromises or settlements with account obligors and (ii) until the aggregate of the reserve for bad debt provided for in the Closing Balance Sheet shall have been fully applied.

Accounts Receivable. At The accounts receivable reflected on the closing, Diablo shall appoint ATS its agent for Estimated Closing Date Working Capital statement are set forth on Section 5.13 of the purpose Disclosure Schedules. The accounts receivable of collecting all the Company at the Effective Time (the “Accounts Receivable relating to Receivable”) will be finally determined as part of the Diablo BusinessStatement of Closing Date Working Capital. Diablo shall deliver to ATS on or as soon as practicable For a period of 120 days after the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business Buyer will be for the account of Diablo. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable. Such efforts shall not require Buyer to employ commercial collection agencies or file suit. Unless otherwise explicitly directed by a customer, all Accounts Receivable with respect payments received by Buyer during the 120-day period shall be applied to the Diablo Business for a period of one hundred eighty (180appropriate customer’s oldest invoice(s) first. Within 15 days after expiration of the 120-day period following the Closing Date Date, Buyer shall provide to Seller a list of Accounts Receivable for which Buyer has not received a full payment (the "Collection Period"“Uncollected Accounts Receivable”). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction Within 15 days of receipt of the list of Uncollected Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS Seller shall pay to Diablo Buyer, by wire transfer of immediately available funds, the amount, if ATSany, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain by which the right to collect any of its Uncollected Accounts Receivable as exceed the reserve for doubtful or uncollectible accounts in the calculation of Closing Date Working Capital. If Seller fails to which make such payment within such 15-day period, Buyer shall be entitled to withdraw the parties are unable to reach agreement as to a good faith valueamount of the Uncollected Accounts Receivable from the Escrow Account, and ATS subsequently, Seller shall be required to deposit funds into the Escrow Account equal to such amount. Seller agrees to turn over promptly forward to Diablo Buyer any payments and all payment for any Accounts Receivable received against any by Seller during such Accounts Receivable120-day period following the Closing Date. ATS shall not be obligated to use any extraordinary efforts to After the conclusion of the 120-day period, should Buyer or the Company collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Uncollected Accounts Receivable, except with the approval of Diablo. ATS Buyer shall not incur remit any liability such Uncollected Accounts Receivables to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineSeller.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose Schedule 6.6 sets forth a complete and correct list of collecting all Accounts Receivable relating included in the calculation of the Estimated Net Working Capital and any adjustment to the Diablo BusinessBase Purchase Price pursuant to Section 2.5 (the “Closing Date Receivables”). Diablo shall deliver to ATS on or as soon as practicable after The list of the Closing Date a complete and detailed statement showing Receivables may be revised in connection with the name, amount and age of each Accounts Receivable determination of the Diablo BusinessClosing Date Net Working Capital. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS The Buyer agrees that it shall use its commercially reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Closing Date Receivables for a period of not less than one hundred eighty fifty (180150) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with and an account which is an Accounts Receivable additional 30 days thereafter with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, Closing Date Receivables that are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or existing but unbilled prior to the Closing Date). Diablo If collections by Buyer with respect to the Closing Date Receivables during the one hundred fifty (150) day period following the Closing Date (and an additional 30 days thereafter with respect to Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (such deficit being referred to as the “Uncollected Receivables Amount”), Sellers or Members shall retain pay to Buyer an amount equal to the sole and exclusive Uncollected Receivables Amount within ten (10) days of written demand by Buyer. Buyer’s right to collectrecover the Uncollected Receivables Amount shall not be subject to the provisions of Article X or any limitations of liability set forth therein. Any such payment shall be deemed an adjustment to the Purchase Price. Upon receiving payment for the Uncollected Receivables Amount, whether during Buyer shall assign such Closing Date Receivables to the Sellers. If Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to this Section 6.6, Buyer shall promptly pay to Seller (or after the Collection Period, all Retained Accounts ReceivableMembers, as Diablo applicable) the amount received by Buyer for such Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to Sellers, Sellers shall have the right to seek collection of any such Closing Date Receivables; provided, that Sellers shall provide written notice to Buyer in its sole discretion may determineadvance of Sellers initiating any legal proceedings against the account debtor on any such Closing Date Receivables.

Accounts Receivable. At The accounts receivable shown on the closingCompany Balance Sheet arose in the ordinary course of business, Diablo shall appoint ATS consistent with past practice, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company's and its agent Subsidiaries' past practice and are sufficient to provide for any losses which may be sustained on realization of the purpose receivables. The accounts receivable of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date a complete arose or shall arise in the ordinary course of business, consistent with past practice, represented or shall represent bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namebook amounts thereof, amount less allowances for doubtful accounts and age of each Accounts Receivable warranty returns determined in accordance with GAAP consistently applied and the Company's and the Subsidiaries' past practice which are or shall be sufficient to provide for any losses which may be sustained on realization of the Diablo Businessreceivables. Subject None of the accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and limited the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the followingCompany or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. No Person has any lien on any of such accounts receivable, revenues relating to the Accounts Receivable relating to the Diablo Business will be and no agreement for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable deduction or discount has been made with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectionaccounts receivable. Schedule 2.21 of the Company Disclosure Letter sets forth an aging of the Company's and its Subsidiaries' accounts receivable in the aggregate and by customer, and ATS shall not make any such referral or compromiseindicates the amounts of allowances for doubtful accounts and warranty returns, nor settle or adjust as of the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations date set forth in this Sectiontherein. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation Schedule 2.21 of the Accounts Receivable for collection purposesCompany Disclosure Letter sets forth such amounts of accounts receivable of the Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, except for Accounts Receivable retained by Diablo after including the Collection Period. The provisions type and amounts of this Section shall not apply to those certain Accounts Receivable such claims, as of the date set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinetherein.

Accounts Receivable. At the closingClosing, Diablo Seller shall appoint ATS its agent assign to Buyer for the purpose of collecting collection purposes only all Accounts Receivable relating to the Diablo BusinessReceivable. Diablo Seller shall deliver to ATS Buyer on or as soon as practicable after the Closing Date date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to the Diablo Business will be for the account of DiabloSeller. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS Buyer during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Account Receivable, unless the customer contests has commenced legal action specifically disputing an outstanding balance and so directs in writing with the validity of such applicationaccompanying payment. During the Collection Period, ATS Buyer shall furnish Diablo Seller with a list ofof , and pay over to DiabloSeller, the amounts collected during such calendar month with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablebasis. ATS Buyer shall provide Diablo Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties Buyer and Seller shall meet to mutually and in good faith analyze any uncollected Accounts Account Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS Buyer desires to retain such Accounts ReceivableAccount in the interest of maintaining on advertising relationship. As to each such Accounts ReceivableAccount, the parties Buyer and Seller shall negotiate a good faith value of such Accounts ReceivableAccount, which ATS Buyer shall pay to Diablo Seller if ATSBuyer, in its sole discretion, chooses to retain such Accounts ReceivableAccount. Diablo Seller shall retain the right to collect any of its Accounts Receivable Account as to which the parties are unable to reach agreement as to a good faith value, and ATS Buyer agrees to turn over to Diablo Seller any payments received against any such Accounts ReceivableAccount. ATS 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 assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Account Receivable, except with the approval of DiabloSeller. ATS Buyer shall not incur any no liability to Diablo Seller for any uncollected account unless ATS Buyer shall have engaged in willful misconduct or gross negligence in the performance collection of its obligations set forth in this Sectionsuch account. During and after the Collection Period, without specific agreement with ATS Buyer to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of the Accounts Account Receivable for collection purposes, purposes except for Accounts Receivable retained by Diablo seller after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo BEA shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo BEA Business. Diablo BEA shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BEA Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo BEA Business will be for the account of DiabloBEA. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Diablo BEA Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo BEA Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. If the customer contests the validity of any payment received by ATS during the Collection Period to be applied in reduction of the Accounts Receivable, then ATS shall promptly notify BEA and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and BEA until the validity of the application is determined. During the Collection Period, ATS shall furnish Diablo BEA with a list of, and pay over to DiabloBEA, the amounts collected with respect collect▇▇ ▇▇▇▇ ▇▇spect to the Accounts Receivable with respect to the Diablo BEA Business on a monthly basis and forward to DiabloBEA, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo BEA with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo BEA if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo BEA shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo BEA any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloBEA. ATS shall not incur any liability to Diablo BEA for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo BEA nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo BEA after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for (a) For a period of one hundred eighty (180) 90 days after the Closing Date (the "Collection Period"), the Buyer shall use its reasonable efforts to collect the Accounts Receivable. Any The Buyer may, but shall not be obligated to, use a collection agency or commence legal actions in connection with such collection efforts. Following the expiration of the Collection Period, but no later than the First Anniversary, the Buyer shall give notice to the Seller designating those Accounts Receivable which have not been collected as of the end of the Collection Period and which the Buyer wishes to assign to the Seller. The aggregate face amount of the unpaid Accounts Receivable which the Buyer wishes to assign to the Seller shall be considered "Damages" for purposes of this Agreement, and the Buyer can make a claim for such Damages in accordance with the provisions of the Escrow Agreement. (b) Upon assignment of any unpaid Account Receivable to the Seller pursuant to the provisions of this Subsection 11.7 and the Escrow Agreement, (i) the Buyer shall promptly deliver to the Seller any tangible evidence of such Account Receivable then in the possession of the Buyer or under its control, and (ii) the Seller shall be entitled to such customary and reasonable actions as it deems necessary or desirable in order to collect such unpaid Account Receivable; provided, that the Seller shall consult with the Buyer prior to taking any collection action which might reasonably be expected to jeopardize the Buyer's relationship with such customer. The Buyer will, from time to time after such assignment, execute and deliver to the Seller such instruments and other documents as the Seller may reasonably request to assist the Seller in its collection efforts. (c) In the event that any payment received by ATS the Buyer during the Collection Period from any is remitted by a customer with which is indebted under both Accounts Receivable and an account which is an Accounts Receivable with respect to receivable arising out of the Diablo Business sale or license of inventory, products or services in the ordinary course of business after the Closing Date (a "New Receivable"), such payments shall first be applied to the Accounts Receivable due from such customer and the balance remaining after payment in reduction full of all Accounts Receivable due from such customer shall be applied to the New Receivable; provided, however, that (i) with respect to any Account Receivable being contested or disputed by the payor thereof, no portion of the amount in dispute shall be deemed to have been collected by the Buyer in respect of the Account Receivable due from such customer (unless otherwise directed by the customer) until all amounts owed by such customer to the Buyer for New Receivables have been paid or such dispute has been resolved, whichever occurs first (it being understood that undisputed amounts of Accounts Receivable shall be applied in accordance with the priorities set forth above in this Subsection 11.7) and (ii) the foregoing priorities shall not apply to sums received by the Buyer which are specifically identified by the customer as being tendered in payment of a New Receivable. (d) The Buyer shall cooperate, at the Seller's expense, with the Seller in collecting any Accounts Receivable which are assigned to the Seller pursuant to this Subsection 11.7; provided, however, that the foregoing shall not require the Buyer to be a party to any action brought by the Seller to collect such Accounts Receivable. (e) The Seller agrees that it will forward promptly to the Buyer any monies, unless checks or instruments received by the customer contests in writing Seller after the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected Closing Date with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply respect to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diabloare assigned to the Seller pursuant to this Subsection 11.7. (f) Any sums received by the Buyer in respect of Accounts Receivable (and so identified by the relevant account debtor) after their assignment to the Seller pursuant to Subsection 11.7(a) hereof shall be promptly transmitted by the Buyer to the Seller. In addition, if receipt by the Buyer of unidentified sums of money from an account debtor who owes any Account Receivable assigned to the Seller pursuant to Subsection 11.7(a) hereof results in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectivelysuch account debtor having an aggregate credit balance with the Buyer, the "Retained Accounts Receivable"), provided Buyer shall promptly transmit to the Retained Seller an amount of money equal to the lesser of (a) such aggregate credit balance or (b) the remaining unpaid balance of all Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior which have been assigned to the Closing Date. Diablo shall retain Seller and are payable by such account debtor to the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineSeller.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose All of collecting all Accounts Receivable Sellers' trade accounts and notes receivable relating to the Diablo BusinessBusiness represent amounts receivable for merchandise actually delivered or services actually provided, have arisen in the ordinary course of business, are not subject to any counterclaims or offsets and have been billed. Diablo shall deliver to ATS on or as soon as practicable after All such receivables are fully collectible in the Closing Date a complete normal and detailed statement showing the name, amount and age ordinary course of each Accounts Receivable of the Diablo Businessbusiness. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the Any account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of receivable not collected in full within one hundred eighty (180) days after such account is due, shall conclusively be deemed to be uncollectible. With regard to the Closing Date installment receivable from Gerromed Pflege und Medizintechnik, GmbH ("Gerromed") and the installment receivable from Tritec Medical Equipment (the "Collection PeriodTritec"). Any payment received by ATS during , such installment receivables shall be deemed uncollectible if the Collection Period from any customer with an account which installment receivable is an Accounts Receivable not paid in full within the following time (i) with respect to the Diablo Business shall first be applied in reduction of Gerromed installment receivable, within twenty four (24) months from the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list ofClosing Date, and pay over to Diablo, the amounts collected (ii) with respect to the Accounts Receivable Tritec installment, within twelve (12 ) months from the Closing Date. The bad debt reserve as of the Closing Date shall be adequate to cover those receivables that are determined to be uncollectible in accordance with GAAP. Any accounts receivable or installment receivables of the Sellers which are deemed uncollectible after Closing hereunder in aggregate amounts in excess of any reserve for bad debts contained on the Closing Statement shall, at the Buyer's sole option, be purchased by the Sellers from the Buyer for an amount equal to the difference between the unpaid balance of such accounts receivable and/or installment receivables and the amount of the reserve for bad debts contained on the Closing Statement. With respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such timehome care patients, the parties applicable Medicare allowable reimbursement amount shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are be deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value face amount of such Accounts Receivable, which ATS receivable for purposes of determining the unpaid balance thereof. Purchase of such accounts receivable and/or installment receivables shall pay to Diablo if ATS, in its sole discretion, chooses to retain be made within ten (10) days after written demand by the Buyer for such Accounts Receivablepurchase. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any Any purchase by Sellers of the Accounts Receivable assigned installment receivable from Gerromed will include within such purchase price the rights to it for collection hereunder or to refer any the equipment which was the subject of such Accounts Receivable installment receivable and the Buyer shall execute concurrently with Sellers' acquisition of such installment receivable, a ▇▇▇▇ of sale in favor of Sellers which transfers to a collection agency or the Sellers all of Buyer's right, title and interest in and to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust equipment. The limitations on the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations indemnification obligation set forth in this Section. During Section 8.04 below and after the Collection Periodperiod of survival set forth in Section 8.01 below, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 the purchase of accounts receivable and installment receivables described above. If the Diablo Disclosure Schedule Buyer receives payment of an account receivable or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior installment receivable sold to the Closing DateSellers, it shall promptly remit such payment to the Sellers. Diablo shall retain Sellers have reviewed with Buyer the sole Medicare reimbursement percentages and exclusive right to collect, whether during or after collections on Medicare bills and the Collection Period, all Retained Accounts Receivable, as Diablo manner in its sole discretion may determinewhich such bills and collections have been reported on Sellers' books and records.

Accounts Receivable. At (a) With respect to accounts receivable of the closingCompany outstanding as of the Closing Date which are owed by Residents (or former Residents) who directly pay for such amounts, Diablo instead of Medicare, Medicaid, or other federal, state or local governmental reimbursement program Governmental Entity paying for such amounts ("Private Receivables"), Buyer shall appoint ATS use commercially reasonable efforts, consistent with past practice, to collect the Private Receivables in the ordinary course of Buyer's operation of the Company Facilities, and shall, within thirty (30) days after collecting any portion of any Private Receivable, forward any such collected amounts to the Shareholder Representatives. In the event that Buyer is unable to collect any portion of a Private Receivable within 180 days after such Private Receivable is due, Buyer shall cause the Company to assign all of its agent right, title and interest in and to such uncollected portion of such Private Receivable to the Shareholder Representatives (such assigned portion of a Private Receivable, an "Assigned Private Receivable"). To the extent that the Shareholder Representatives receive any proceeds from Buyer pursuant to this Section 4.16(a), and to the extent that the Shareholder Representatives receive any proceeds in connection with the collection of any Assigned Private Receivables (net of any expenses incurred in connection with such collection efforts), the Shareholder Representatives shall transfer to the Securityholders such amounts on a pro-rata basis. (b) With respect to accounts receivable of the Company outstanding as of the Closing Date which are owed by Residents (or former Residents) but which are to be paid by a State, Medicare or Medicaid Governmental Entity ("Aid Receivables"), Buyer shall use commercially reasonable efforts, consistent with past practice, to collect the Aid Receivables in the ordinary course of Buyer's operation of the Company Facilities, and shall, within thirty (30) days after collecting any portion of any Aid Receivable, forward any such collected amounts to the Shareholder Representatives. In the event that Buyer is unable to collect any portion of an Aid Receivable within 120 days after such Aid Receivable is due, Buyer shall cause the Company to assign all of its right, title and interest in and to such uncollected portion of such Aid Receivable to the Shareholder Representatives (such assigned portion of an Aid Receivable, an "Assigned Aid Receivable"). To the extent that the Shareholder Representatives receive any proceeds from Buyer pursuant to this Section 4.16(b), and to the extent that the Shareholder Representatives receive any proceeds in connection with the collection of any Assigned Aid Receivable (net of any expenses incurred in connection with such collection efforts), the Shareholder Representatives shall transfer to the Securityholders such amounts on a pro-rata basis. (c) If, after the Closing Date, any Securityholder collects any amounts relating to unpaid or delinquent rent for the purpose Company Facilities to the extent related to a period of collecting all Accounts Receivable time after the Closing, such Securityholder shall, within five (5) days after the receipt thereof, deliver to Buyer any such funds. (d) All rents relating to the Diablo Business. Diablo shall deliver Company Facilities received, by Buyer or the Company, or by any Securityholder pursuant to ATS on or as soon as practicable Section 4.16(c), after the Closing Date a complete that relate to Private Receivables shall be applied first to current rents and detailed statement showing the namethen to delinquent rents, amount and age if any, in inverse order of each Accounts Receivable of the Diablo Businessmaturity. Subject to and limited by the following, revenues All rents relating to the Accounts Receivable relating Company Facilities received, by Buyer or the Company, or by any Securityholder pursuant to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days Section 4.16(c), after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect that relate to the Diablo Business Aid Receivables shall first be applied for the specific periods for which services were provided in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except accordance with the approval of Diablo. ATS shall not incur any liability remittance advice pertaining to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinesuch amount.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Diablo Stations which occur prior to the Commencement Date (the "Accounts Receivable") shall appoint ATS its agent for the purpose of collecting belong to Licensee and all Accounts Receivable relating for Programming which occurs thereafter shall belong to Time Broker. Within ten business (10) days following the Diablo Business. Diablo Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Diablo BusinessCommencement Date, by accounts and the amounts then owing (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts (with at least the care and diligence that Time Broker uses to collect the its own accounts receivable) to collect for Licensee its Accounts Receivable with respect to as shown on the Diablo Business Schedule of Accounts Receivable delivered by Licensee for a period of one hundred eighty fifty (180150) days after following the Commencement Date; provided, that Time Broker's obligation to collect the Accounts Receivable shall survive the Closing Date (as defined in the "Collection Period")Purchase Agreement) to the extent necessary for Time Broker to collect the Accounts Receivable for a period of one hundred fifty (150) days following the Commencement Date. Any All payments received by Time Broker from any customer whose name appears in the Schedule of Accounts Receivable shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Diablo Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable. On the fifth day following the last day of each month during such one hundred fifty (150) day period (or, unless if any such day is a Saturday, Sunday or holiday, on the customer contests in writing the validity of such application. During the Collection Periodnext day on which banking transactions are resumed), ATS Time Broker shall furnish Diablo with a list of, and pay over remit to Diablo, the amounts collected Licensee collections received by Time Broker with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth Any Accounts Receivable that have not been collected within such one hundred fifty (15th150) day following the end of the Collection Period. Upon the request of either party at and after period shall be reassigned, without recourse to Time Broker, to Licensee, together with all records in connection therewith, whereupon Licensee may pursue collection thereof in such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Time Broker shall not make any such referral or compromise, nor settle or adjust the amount compromise of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, and shall not compromise for less than full value any Account Receivable without the "Retained Accounts Receivable"), provided the Retained prior written consent of Licensee. Except to remit collected Accounts Receivable are set forth in a written notice delivered accordance herewith, Time Broker shall have no liability or obligation to ATS by Diablo on or prior Licensee with respect to the Closing Date. Diablo collection of its accounts and shall retain the sole and exclusive right not be obligated to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinetake any action to collect such accounts.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Diablo BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Diablo Within ten (10) days following the Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Diablo BusinessCommencement Date (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the collect for Licensee its Accounts Receivable relating to as shown on the Diablo Business will be for the account Schedule of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business delivered by Licensee for a period of one hundred eighty fifty (180150) days after following the Closing Date (Commencement Date. Licensee will provide Time Broker a power of attorney or other required authorization for the "Collection Period")limited purpose of allowing Time Broker to endorse and deposit checks and other instruments received in payment of such Accounts Receivable. Any All payments received by Time Broker from any customer whose name appears in the Schedule of Accounts Receivable and who is also a customer of Time Broker shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Diablo Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS Time Broker shall furnish Diablo with a list of, and pay over remit to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business Licensee on a monthly basis and forward to Diabloweekly basis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting amounts previously collected by Time Broker on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, along with a written accounting of same, including without limitation, to the parties extent Licensee's traffic and billing system can produce same, a detailed open Accounts Receivable report reflecting payments remitted therewith. Any Accounts Receivable that have not been collected within such one hundred fifty (150) day period shall negotiate be returned to Licensee, together with all records in connection therewith, including without limitation, to the extent Licensee's traffic and billing system can produce same, a good faith value of detailed open Accounts Receivable report reflecting payments remitted therewith, whereupon Licensee may pursue collection thereof in such Accounts Receivable, which ATS shall pay to Diablo if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Diablo Time Broker shall retain 8 14 not have the right to collect any compromise, settle or adjust the amounts of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts ReceivableReceivable without Licensee's prior written consent. ATS Except to remit collected Accounts Receivable in accordance herewith, Time Broker shall have no liability or obligation to Licensee with respect to the collection of its accounts and shall not be obligated to use take any extraordinary efforts action to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineaccounts.

Accounts Receivable. At Upon the closingearlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, Diablo the Evergreen Parties shall appoint ATS its PBI their agent and the EZ Parties shall appoint Evergreen Parent their agent for the purpose of collecting all Accounts Receivable relating to the Diablo BusinessEvergreen Stations and the EZ Stations, respectively. Diablo Each party shall deliver to ATS the other on or 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, amount and age of each Accounts Account Receivable of the Diablo Businessits Stations. Subject to and limited by the following, revenues relating to the Evergreen Accounts Receivable relating to and the Diablo Business EZ Accounts Receivable will be for the account of DiabloEvergreen and the EZ Parties, respectively. ATS Each agent shall use its reasonable business best efforts to collect the Accounts Receivable with respect to the Diablo Business which it is acting as agent for a period of one hundred eighty ninety (18090) days after the Closing applicable Cut-off Date (the "Collection Period"). Any payment received by ATS either party during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect to the Diablo Business which it is acting as agent shall first be applied in reduction of the Accounts such Account Receivable, unless the customer contests indicates otherwise in writing the validity of such applicationwriting. During the Collection Period, ATS each agent shall furnish Diablo the other with a list of, and pay over to Diablothe other, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business which it is acting as agent on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablebi-weekly basis. ATS Each agent shall provide Diablo the other with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party agent at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS the party which acted as agent with respect thereto desires to retain such Accounts ReceivableReceivable in the interest of maintaining an advertising relationship. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS the purchasing party shall pay to Diablo the other if ATSthe purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Diablo Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS each party agrees to turn over to Diablo the other any payments received against any such Accounts Receivable. ATS Neither agent shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS neither party shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablothe other agent. ATS Neither agent shall not incur any liability to Diablo any other party for any uncollected account unless ATS such agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS the agent with respect thereto to the contrary, neither Diablo none of the assigning parties nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo the assigning party after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At Subject to Citadel's receipt from Seller at the closing, Diablo shall appoint ATS its agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age List") of each Accounts Receivable accounts receivable of the Diablo Business. Subject to and limited by Stations existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the "Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Receivable"), for a period of one hundred eighty (180) 120 days after commencing with the Closing Date (the "Citadel Collection Period"). Any payment received by ATS during , Citadel, as agent for Seller, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Diablo Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Seller of such applicationany dispute. Remittances collected by Citadel on behalf of Seller shall be remitted to Seller without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Seller's option, Seller shall furnish Diablo with a list of, and pay over be permitted to Diablo, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Seller shall be accompanied by a written report from Citadel setting forth the Diablo Business on a monthly basis aggregate amount of the Accounts Receivable and forward to Diablothe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Seller with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Seller any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Seller shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all The Accounts Receivable relating to are as reflected on the Diablo BusinessEstimated Closing Statement. Diablo shall deliver to ATS on or as soon as practicable For a period of ninety (90) days after the Closing Date a complete and detailed statement showing the nameClosing, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business Purchaser will be for the account of Diablo. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable. Such efforts shall not require Purchaser to employ commercial collection agencies or file suit. Unless otherwise explicitly directed by a customer, all Accounts Receivable with respect payments received by Purchaser during the 90-day period shall be applied to the Diablo Business for a period of one hundred eighty appropriate customer’s oldest invoice(s) first. Within fifteen (18015) days after following expiration of the Closing Date 90-day period following the Closing, Purchaser shall provide to Seller a list of Accounts Receivable for which Purchaser has not received a full payment (the "Collection Period"“Uncollected Accounts Receivable”). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction Within fifteen (15) days following receipt of the list of Uncollected Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection PeriodSeller, ATS shall furnish Diablo with a list ofor Parent, and pay over to Diabloon Seller’s behalf, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo Purchaser, by wire transfer of immediately available funds, the amount, if ATSany, by which the Uncollected Accounts Receivable exceed the reserve for doubtful or uncollectible accounts in the calculation on the Statement of Closing Date Working Capital. If Seller, or Parent, on Seller’s behalf, fails to make such payment within such 15-day period, Purchaser shall be entitled, in its sole discretionaddition to any other remedy, chooses to retain such Accounts Receivable. Diablo shall retain seek indemnification under Article VI of this Agreement and/or to set off the right to collect any amount of its the Uncollected Accounts Receivable as from any payment(s) due to which Seller or Intermediate Parent pursuant to the parties are unable to reach agreement as to a good faith value, and ATS TSA. Seller agrees to turn over promptly forward to Diablo Purchaser any payments and all payment for any Accounts Receivable received against any by Seller during such Accounts Receivable90-day period following the Closing. ATS shall not be obligated to use any extraordinary efforts to After the conclusion of the 90-day period, should Purchaser collect any of the Uncollected Accounts Receivable assigned Receivable, Purchaser shall remit any such Uncollected Accounts Receivables to it for collection hereunder or to refer Seller and Purchaser will assign any of such the Uncollected Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineSeller at Seller’s request.

Accounts Receivable. At The KSMO Parties or their agent shall retain all revenues from advertising broadcast by the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Station prior to the Diablo BusinessBase Date (“Licensee Accounts Receivable”). Diablo shall deliver to ATS All revenues from the Advertisements broadcast by the Station on or as soon as practicable after the Closing Base Date, including revenues derived from advertising sold by the KSMO Parties or their agent prior to the Base Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable that has not been aired as of the Diablo BusinessBase Date, shall be allocated between Sales Agent and Licensee as set forth in Schedule 3.1. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Licensee shall use its reasonable business best efforts to collect deliver to Sales Agent a schedule of Licensee Accounts Receivable, within seven (7) days of the Accounts Receivable with respect to the Diablo Business for Base Date. For a period of one hundred eighty (180) 120 days after following the Closing Base Date, Sales Agent shall issue invoices in accordance with the Station’s standard billing procedures for time sold and provided by the Station prior to the Base Date (and not invoiced prior to the "Collection Period"). Any payment received by ATS Base Date and remit to Licensee all amounts collected during the Collection Period from any customer with an account which is an period in respect of the Licensee Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting follows: (a) on or before the fifteenth eighteenth (15th18th) day following of the second complete calendar month after the Base Date, pay all amounts collected up to the end of the Collection Periodprior month; and (b) on or before the eighteenth (18th) day of each succeeding month, remit all amounts collected during the month prior thereto. Upon With each remittance, Sales Agent shall furnish a statement of the request amounts collected and the persons from whom such amounts were collected. Sales Agent shall, unless the remittance or an account receivable debtor specified otherwise, apply all amounts it receives from or for the benefit of either party at and after any account receivable debtor first to pay the oldest undisputed Licensee Accounts Receivable of such timedebtor before applying any of such amounts to pay any obligation of such debtor to Sales Agent arising during, or otherwise attributable to, the parties period after the Base Date. Licensee Accounts Receivable shall meet not be included in Net Sales Revenue. Sales Agent shall collect Licensee Accounts Receivable using commercially reasonable efforts that are consistent in all material respects with the efforts Sales Agent uses to mutually and in good faith analyze collect accounts receivable from the sale of advertising on KCTV; provided, however, Sales Agent shall not be required to refer any uncollected Licensee Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any an attorney for collection, and ATS shall not make institute legal proceedings or take other extraordinary measures to collect any such referral or compromise, nor settle or adjust the amount of any such Licensee Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Non-Ophthalmic Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Diablo Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of one hundred eighty (180) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless the customer contests Practice shall direct such payments to Business Manager for deposit in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo bank accounts designated by Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice net of Adjustments (the "Purchased Receivables") (i) in an amount equal to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense pursuant to this Management Services Agreement, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee pursuant to this Management Services Agreement. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Non-Ophthalmic Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Diablo Business for a period Purchased Receivables, computed in accordance with GAAP on an accrual basis (net of one hundred eighty (180) days after the Closing Date (the "Collection Period"Adjustments). Any Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, to secure the payment received by ATS during and performance of Practice's obligations hereunder, Practice is hereby concurrently and irrevocably granting, giving, assigning and pledging to Business Manager a security interest in all of Practice's accounts receivable. This Management Services Agreement shall constitute a security agreement with respect to Practice's assets and accounts receivable and may be filed under the Collection Period from Uniform Commercial Code in each state in which Practice does business. Practice shall cooperate with Business Manager and shall execute all agreements or documents, including any customer Security Agreements and financing statements, in connection with an account which is an Accounts Receivable the granting of such security interest to Business Manager, or at Business Manager's option, its lenders, that such persons deem necessary or appropriate. All collections with respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diabloany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Diablo express written consent of Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At the closingBuyer shall acquire no interest in Seller’s Accounts Receivable or responsibility therefore, Diablo shall appoint ATS its agent provided, however, for the purpose Collection Period, Buyer shall collect, on behalf of collecting Seller, all of Seller’s Accounts Receivable relating in the same manner that Buyer uses to collect its own accounts receivable. Buyer’s obligation to collect Seller’s Accounts Receivable under this section, however, shall not extend to the Diablo Business. Diablo shall deliver to ATS on institution of litigation, employment of any collection agency, legal counsel, or as soon as practicable after the Closing Date a complete and detailed statement showing the nameother third party, amount and age or any other extraordinary means of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationcollection. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of the account debtors for collection of any of Seller’s Accounts Receivable and shall not institute litigation for the collection of any amounts due for Seller’s Accounts Receivable except as otherwise set forth herein. All remittances will be applied, first to the oldest accounts receivable with respect to the Stations, unless the client specifies the identification of the account in the remittance, in which case the remittance shall be applied to the specified account. In the event any advertiser shall in good faith dispute the amount Seller claims is owed to it, Buyer shall notify Seller in writing and return such Seller’s Accounts Receivable to Seller, who may take any and all actions to collect such account without further permission from Buyer. Except as expressly provided herein, Buyer shall have no responsibility for, or any obligation regarding, any of Seller’s Accounts Receivable. Any of Seller’s Accounts Receivable which remain uncollected after the end of the Collection Period shall be reassigned to Seller on that date, and Seller shall be free to take whatever measures it deems necessary to collect any of Seller’s Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineit own account.

Accounts Receivable. At the closing, Diablo (a) Sellers shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall promptly deliver to ATS Buyer any payment received by, or on or as soon as practicable after the Closing Date a complete and detailed statement showing the namebehalf of, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Sellers with respect to the Diablo Business for a period Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement. To the extent that all or any portion of one hundred eighty an Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement is not collected by Buyer (180each, an “Uncollected Acquired Accounts Receivable”) within 120 days after following the Closing Date (the "Collection Period"“Repurchase Date”), after notice by Buyer to Sellers to such effect, Sellers shall promptly purchase such Uncollected Acquired Accounts Receivable from Buyer for an amount equal to the full amount of such Uncollected Acquired Accounts Receivable, and Sellers shall thereafter have the right to pursue collection of such Uncollected Acquired Accounts Receivable; provided, however, that to the extent reasonable progress has been made in collecting any such Uncollected Acquired Accounts Receivable as of the Repurchase Date, then Sellers’ repurchase obligation with respect to such Uncollected Acquired Accounts Receivable shall be extended by an additional ten days after the Repurchase Date in order to provide Sellers with the opportunity to assist Buyer in connection with its efforts to collect such Uncollected Acquired Accounts Receivable. Any Notwithstanding anything to the contrary set forth in this Agreement, Sellers shall not be required to repurchase any Uncollected Acquired Accounts Receivable unless and until the aggregate amount of Uncollected Acquired Accounts Receivable and any other Losses subject to indemnification by Sellers under Article V and applicable to the Deductible, is equal to the Deductible, and in such event, Sellers shall only be required to repurchase Uncollected Acquired Accounts Receivable from Buyer in excess of the amounts counted toward the Deductible. (b) Buyer shall promptly deliver to Sellers any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable by, or on behalf of, Buyer with respect to the Diablo Business shall first be applied in reduction Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement (or any Uncollected Acquired Accounts Receivable that is purchased by Sellers pursuant to Section 4.9(a)). Sellers may collect payment on the Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement. (c) In pursuing collection of any Uncollected Acquired Accounts Receivable purchased by Sellers pursuant to Section 4.9(a) and any Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement, Sellers agree to use their commercially reasonable efforts to preserve Buyer’s goodwill and ongoing business relationship with any customers of the Accounts Receivable, unless Business. Buyer agrees to provide Sellers and Majority Shareholder with reasonable access to the customer contests in writing office facilities of the validity Business and copies of such application. During Records of the Collection PeriodBusiness as necessary to allow Sellers to pursue such collections. (d) No later than the third Business Day following the Closing Date, ATS Sellers shall furnish Diablo with a list ofdeliver to Buyer an Aged A/R Report and an Aged A/P Report of Sellers, in each case as of the Closing Date and substantially in the form set forth in Schedule 2.6, and pay over to Diablo, the amounts collected Buyer shall cooperate with Sellers with respect to the Accounts Receivable with respect producing and delivering these reports to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineextent necessary.

Accounts Receivable. At (a) On or before the closingClosing Date, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo Seller Representative shall deliver to ATS on Buyers a list of all Closing Accounts Receivable showing, in each case, the name of the customer or as soon as practicable after other third party owing each Closing Account Receivable, the Closing Date a complete date and detailed statement showing the name, amount and age number of each Accounts Receivable of outstanding invoice and the Diablo Business. Subject to and limited amount owed by such customer or other third party on each such invoice. (b) During the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a 120-day period of one hundred eighty (180) days after immediately following the Closing Date (the "“Collection Period"”), Buyers and the Companies shall use their best efforts to collect the Closing Accounts Receivable on a basis consistent with the Companies’ collection processes prior to the Closing Date. Any payment Without the agreement of the Seller Representative, neither Buyers nor the Companies shall settle any Closing Account Receivable for less than its face value. During the Collection Period, the Seller Representative shall also have the right to seek to have the account debtors satisfy such Closing Accounts Receivable. (c) On the 125th day after the Closing Date, Buyers shall prepare and deliver to the Seller Representative a list showing the total amount of each Closing Account Receivable which was collected by Buyers and the Companies (including, in the case of any item returned to a Company in respect of a Closing Account Receivable, the value of such item as determined in accordance with GAAP) as of the close of business on the 120th day following the Closing Date including any returns and the value ascribed thereto (the “Collected Accounts Receivable”), and an amount equal to the excess of Closing Accounts Receivable over the amount of Collected Accounts Receivable (but not greater than the A/R Amount) shall be released from the Escrow Account to the Buyers, and the balance, if any, of the A/R Amount shall be released to the Sellers. (d) All amounts received by ATS Buyers and the Companies during the Collection Period from any customer with an account which is an Accounts Receivable debtor with respect to the Diablo Business one or more Closing Accounts Receivable and one or more Post-Closing Accounts Receivable shall first be applied in reduction first to the oldest outstanding Closing Accounts Receivable for such account debtor; provided that if the account debtor has asserted a colorable defense against payment of a Closing Account Receivable as to which payment would otherwise be applied hereunder, Buyers and the Seller Representative may jointly agree to apply such payment to a different Closing Accounts Receivable, unless the customer contests in writing the validity Receivable of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth account debtor. (15the) day following At the end of the Collection Period. Upon , with respect to all Closing Accounts Receivable that have not been collected in their entirety, Buyers and the request Companies shall immediately reassign to the Seller Representative, for the account of either party at and after such timethe Sellers, the parties shall meet to mutually entire right, title and interest of each Company in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such remaining Closing Accounts Receivable. As The Seller Representative shall thereupon be entitled to each collect such Closing Accounts Receivable, Receivable (or to settle or negotiate the parties shall negotiate a good faith value amounts and terms of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Closing Accounts Receivable as he deems appropriate) and neither Buyers nor the Companies shall have any further responsibility with respect thereto or be entitled to which receive any portion of any amounts collected by the parties are unable Seller Representative thereon, it being understood that Buyers and the Companies shall promptly remit to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo the Seller Representative any payments amounts thereafter received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount from an account debtor in respect of any such reassigned Closing Account Receivable. Any returned inventory received from account debtors in respect of Closing Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and Receivable after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation end of the Collection Period shall first be credited towards all Post Closing Accounts Receivable for collection purposessuch account debtor (determined on a SKU-by-SKU basis), except for and thereafter towards Closing Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinesuch account debtor.

Accounts Receivable. At the closingLMA Date, Diablo Sellers shall appoint ATS its agent assign to Buyer, for the purpose of collecting collection purposes only, all Accounts Receivable relating to the Diablo BusinessReceivable. Diablo Sellers shall deliver to ATS Buyer on or as soon as practicable after the Closing LMA Date a complete and detailed statement showing the name, amount amount, and age of each Accounts Receivable of the Diablo BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to by Buyer following the Diablo Business LMA Date will be for the account of DiabloSellers. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period ending upon the later of one hundred eighty (180i) ninety (90) days after the LMA Date, or (ii) the Closing Date (the "Collection Period"). Any payment received by ATS Buyer during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Account Receivable, unless the customer contests otherwise directs in writing the validity of such applicationwriting. During the Collection Period, ATS on a monthly basis, Buyer shall furnish Diablo Sellers with a list of, and shall pay over to DiabloSellers, the amounts collected during the preceding month with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Diablo Sellers with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties Buyer and Sellers shall meet to mutually and analyze in good faith analyze any uncollected Accounts Account Receivable in order to determine if the same, in their reasonable business judgment, are is deemed to be collectable collectible and if ATS Buyer desires to retain a business relationship with the customer carrying such Accounts Account Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATScustomer carrying an Account Receivable with whom Buyer, in its sole discretion, chooses elects to retain such Accounts a business relationship, Buyer and Sellers shall negotiate a good-faith value of the Account Receivable, which Buyer shall pay to Sellers. Diablo Sellers shall retain the right to collect any of its Accounts Account Receivable as to which the parties are unable to reach agreement as to a good good-faith value, and ATS Buyer agrees to turn over to Diablo Sellers any payments received against any such Accounts Account Receivable. ATS As Sellers' agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Buyer shall not make any such referral or referral, nor compromise, nor settle settle, or adjust the amount of any such Accounts Account Receivable, except with the approval of DiabloSellers. ATS Buyer shall not incur any no liability to Diablo Sellers for any uncollected account Account Receivable, unless ATS Buyer shall have engaged in willful misconduct or gross negligence in the performance collection of its obligations set forth in this Sectionsuch Account Receivable. During and after the Collection Period, without specific agreement with ATS Buyer to the contrary, neither Diablo no Seller nor its agents any agent of any Seller shall make any direct solicitation contact for purposes of the Accounts Receivable for collection purposeswith any customer carrying an Account Receivable, except for Accounts Receivable retained by Diablo any Seller after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Subject to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after Citadel's receipt from Sellers at the Closing Date of a complete and detailed statement showing list (the name, amount and age "ACCOUNTS RECEIVABLE LIST") of each Accounts Receivable accounts receivable of the Diablo Business. Subject to and limited by Station existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business "ACCOUNTS RECEIVABLE"), for a period of one hundred eighty (180) 120 days after commencing with the Closing Date (the "Collection PeriodCITADEL COLLECTION PERIOD"). Any payment received by ATS during , Citadel, as agent for Sellers, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Diablo Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Sellers of such applicationany dispute. Remittances collected by Citadel on behalf of Sellers shall be remitted to Sellers without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Sellers' option, Sellers shall furnish Diablo with a list of, and pay over be permitted to Diablo, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Sellers shall be accompanied by a written report from Citadel setting forth the Diablo Business on a monthly basis aggregate amount of the Accounts Receivable and forward to Diablothe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Sellers with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Sellers any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Sellers shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closingTBA Date, Diablo Seller shall appoint ATS its agent assign to Buyer for the purpose of collecting collection purposes only all Accounts Receivable relating to the Diablo BusinessReceivable. Diablo Seller shall deliver to ATS Buyer on or as soon as practicable after the Closing TBA Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to the Diablo Business will be for the account of DiabloSeller. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty ninety (18090) days after the Closing TBA Date (the "Collection Period"). Any payment received by ATS Buyer during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Account Receivable, unless the customer contests otherwise directs in writing the validity of such applicationwriting. During the Collection Period, ATS Buyer shall furnish Diablo Seller with a list of, and pay over to DiabloSeller, without set-off or deduction, the amounts collected during such calendar month with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as basis; no later than the case may be, copies 15th day of all correspondence relating to Accounts Receivableeach month. ATS Buyer shall provide Diablo Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties Buyer and Seller shall meet to mutually and in good faith analyze any uncollected Accounts Account Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS Buyer desires to retain such Accounts ReceivableAccount in the interest of maintaining an advertising relationship. As to each such Accounts ReceivableAccount, the parties Buyer and Seller shall negotiate a good faith value of such Accounts ReceivableAccount, which ATS Buyer shall pay to Diablo Seller if ATSBuyer, in its sole discretion, chooses to retain such Accounts ReceivableAccount. Diablo Seller shall retain the right to collect any of its Accounts Receivable Account as to which the parties are unable to reach agreement as to a good faith value, and ATS Buyer agrees to turn over to Diablo Seller any payments received against any such Accounts ReceivableAccount. ATS 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 assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Account Receivable, except with the approval of DiabloSeller. ATS Buyer shall not incur any no liability to Diablo Seller for any uncollected account unless ATS Buyer shall have engaged in willful misconduct or gross negligence in the performance collection of its obligations set forth in this Sectionsuch account. During and after the Collection Period, without specific agreement with ATS Buyer to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, purposes except for Accounts Receivable retained by Diablo Seller after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At (i) Subsequent to the closingClosing Date, Diablo the Purchasers shall appoint ATS its agent for cause the purpose Companies to use commercially reasonable efforts (applying substantially similar standards as those employed by the Companies prior to the Closing) to collect all of collecting all the accounts and notes receivable comprising the Actual Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date Amount (the "Collection PeriodRetained Receivables"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case Such efforts may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to include retaining a collection agency agency, -------------------- bringing an action or to any attorney suit for collection, recovery of outstanding amounts and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection taking similar actions (collectively, the "Collection Actions") as may be reasonably ------------------ required to collect such Retained Accounts Receivable"), provided Receivables. The Purchasers shall cause the Companies to take such Collection Actions to the extent that such Collection Actions would have been customarily employed by the Companies in the conduct of their business under similar circumstances prior to the Closing. Sellers shall reimburse the Purchasers for all reasonable out-of-pocket expenses incurred by the Companies (or the Purchasers) in connection with any Collection Actions with respect to the Retained Receivables. (ii) Purchasers shall, and shall cause the Companies to, reasonably cooperate with the Seller in connection with the collection of the Retained Receivables. Purchasers shall designate one of their collection staff representatives (the "Accounts Receivable are set forth Coordinator") to assume responsibility ------------------------------- for collecting the Retained Receivables, communicating with the Sellers with respect to the status of such collection efforts and providing the Sellers or their representatives with reasonable access during normal business hours to reports, records and work papers relating to such collection efforts. On a monthly basis, Sellers shall reimburse the Purchasers for half of the base salary of such Accounts Receivable Coordinator. The Parties agree that the Accounts Receivable Coordinator shall be employed by the Purchasers or their Affiliates and shall have accounts receivable collection responsibilities for both Parties. As may be reasonably requested, the Accounts Receivable Coordinator shall arrange for Sellers' reasonable access to all information (e.g., records or work papers) related to the Retained Receivables and all personnel of the Companies, Purchasers and their respective Affiliates knowledgeable about such Retained Receivables and any related collection efforts. Unless otherwise previously agreed to in writing by the Purchasers, the Sellers shall not contact or communicate, directly or indirectly, with the customers of the Companies with respect to the collection of Retained Receivables. (iii) For purposes of determining amounts collected by the Companies (or the Purchasers) with respect to the Retained Receivables, (a) if an account debtor specifies that a written notice delivered payment should be applied to ATS by Diablo on or prior a particular invoice, such payment shall be applied to such invoice, and (b) if an account debtor does not specify to which invoice payment should be applied, such payment shall be applied to the oldest outstanding invoice due from such account debtor. (iv) The Retained Receivables shall be paid out in accordance with the following timetable. No Retained Receivables shall be remitted to the Sellers during the 15 day period following the Closing Date. Diablo On the first Friday thereafter, the Purchasers shall retain remit to Sellers, by wire transfer of immediately available funds, an amount equal to the sole aggregate amount of all Retained Receivables collected following the Closing through the Tuesday immediately preceding such Friday. On each Friday during the subsequent ten week period, the Purchasers shall remit to Sellers, by wire transfer of immediately available funds, an amount equal to the aggregate amount of all Retained Receivables collected through the Tuesday immediately preceding such Friday (without duplication to amounts previously paid by Purchasers to Sellers pursuant this paragraph). Following the three month anniversary of the Closing Date, the Purchasers shall remit to the Sellers on the first Friday of each such month, by wire transfer of immediately available funds, an amount equal to the aggregate amount of all Retained Receivables collected through the Tuesday immediately preceding such Friday (without duplication to amounts previously paid by Purchasers to Sellers pursuant this paragraph). (v) Sellers shall promptly remit to the Purchasers any accounts receivables of the Companies received in error by them following the Closing to the extent such amounts are not part of the Retained Receivables (and exclusive to the extent such amounts are part of the Retained Receivables, Sellers shall promptly notify the Accounts Receivable Coordinator of such receipt). The Parties shall reasonably cooperate with one another to ensure customer invoices are directed to the appropriate Party. (vi) The Parties acknowledge and agree that the Purchasers shall have no right to collect, whether during set off against the Accounts Receivable Amount any amount owed by the Sellers or after their Affiliates to the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinePurchasers pursuant to this Agreement or any of the other Transaction Documents or otherwise.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Dispensary Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Diablo Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of one hundred eighty (180) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diabloany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Diablo express written consent of Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

Accounts Receivable. At (a) For a period of six (6) months following the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the ------------------- Closing Date a complete and detailed statement showing (the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS "Collection Period") Gannett shall use its reasonable business efforts continue to collect and receive payment in the Accounts Receivable ordinary course of business with respect to the Diablo Business Argyle TV Stations' accounts receivable for the period prior to the Closing Date (the "Argyle TV Stations Receivables"), and shall pursue collection thereof in accordance with Gannett's normal practices; provided, however, that in 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 Gannett. All payments from each obligor of a Argyle TV 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. Gannett shall remit to Argyle no later than ten (10) days after the end of each standard broadcast month during the Collection Period those amounts required to be paid to Argyle hereunder during such period. Following the end of the Collection Period, Gannett shall cease to have any further responsibilities with respect to the uncollected Argyle TV Stations Receivables (except that Gannett shall promptly remit to Argyle any amount subsequently received by Gannett expressly on account of the Argyle TV Stations Receivables), and Argyle may collect any uncollected Argyle TV Stations Receivables in any manner Argyle chooses. (b) For a period of one hundred eighty six (1806) days after months following the Closing Date (the "Collection Period") Argyle shall continue to collect and receive payment in the ordinary course of business with respect to the Gannett TV Stations' accounts receivable for the period prior to the Closing Date (the "Gannett TV Stations Receivables"), and shall pursue collection thereof in accordance with Argyle's normal practices; provided, however, that in 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 Argyle. Any payment received by ATS All payments from each obligor of a Gannett TV 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 any customer with an account which obligor is an Accounts Receivable with respect applied first to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity oldest outstanding account receivable of such applicationobligor. During Argyle shall remit to Gannett no later than ten (10) days after the end of each standard broadcast month during the Collection Period, ATS shall furnish Diablo with a list of, and pay over Period those amounts required to Diablo, the amounts collected with respect be paid to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts ReceivableGannett hereunder during such period. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following Following the end of the Collection Period. Upon , Argyle shall cease to have any further responsibilities with respect to the request uncollected Gannett TV Stations Receivables (except that Argyle shall promptly remit to Gannett any amount subsequently received by Argyle expressly on account of either party at the Gannett TV Stations Receivables), and after such time, the parties shall meet to mutually and in good faith analyze Gannett may collect any uncollected Accounts Receivable to determine if the same, Gannett TV Stations Receivables in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinemanner Gannett chooses.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable From and after the Closing Date a complete and detailed statement showing Closing, -------------------- Purchaser shall remit to Harriscope the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment amounts actually collected or received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected Purchaser with respect to the Accounts Receivable with respect for the period prior to the Diablo Business Closing Date, net of reasonable out-of-pocket collection costs paid to any non- affiliated third party, on a monthly basis, beginning on the 15/th/ day of the first calendar month following the Closing and continuing thereafter on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as by the case may be, copies 15th day of all correspondence relating to Accounts Receivableeach following calendar month. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated to use make any extraordinary efforts to collect referral or compromise of any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectivelyand shall not settle or adjust the amount of any of the Accounts Receivable without the prior written consent of Harriscope. Any amounts collected by Purchaser with respect to the Accounts Receivable shall, unless an account debtor disputes an invoice or invoices in writing, be applied to the "Retained oldest outstanding account. Purchaser will exercise commercially reasonable best efforts to collect such Accounts Receivable"), provided but will not be required to institute collection or any other court proceedings. Harriscope agrees that until any assignment of such right and obligation to collect the Retained Accounts Receivable are back to Harriscope as set forth in a written notice delivered below, Purchaser shall be solely responsible for seeking collection of such Accounts Receivable and Harriscope shall not correspond with any debtors for the purpose of collecting such Accounts Receivable or seek payment from any debtors of such Accounts Receivable. In the event that any of the Accounts Receivable relating to ATS by Diablo on or the Station for the period prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or Date have not been collected within 120 days after the Collection PeriodClosing Date, all Retained Purchaser shall assign to Harriscope the right and obligation to collect such Accounts Receivable, as Diablo in its sole discretion may determine. The parties acknowledge and agree that the Accounts Receivable are the property of Harriscope and all amounts collected by Purchaser with respect thereto shall be Harriscope's property.

Accounts Receivable. At All of Seller's Receivables shall remain the closingproperty of Seller. In order to facilitate the collection of Seller's Receivables, Diablo shall appoint ATS its agent Purchaser agrees to attempt to collect same for the purpose benefit of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Seller for a period of one hundred eighty twenty (180120) days following the Closing Date. Purchaser shall account for and pay to Seller all of Seller's Receivables collected by Purchaser within fifteen (15) days following each billing date which occurs after the Closing Date, but before one hundred twenty (120) days following the Closing Date. Purchaser shall make a final accounting and payment to Seller within one hundred thirty five (135) days following the Closing Date. Purchaser's obligation to collect Seller's Receivables shall not be greater than Purchaser's efforts to collect accounts receivable owing to Purchaser, and if any of Seller's Receivables shall remain unpaid one hundred thirty five (135) days after the Closing Date (Date, Purchaser shall advise Seller of such accounts receivable, including the "Collection Period"). Any payment received by ATS during name of the Collection Period from any customer with an account which is an Accounts Receivable debtor and the amount owing, and Purchaser shall thereafter have no further obligation with respect to the Diablo Business Seller's Receivables. 7.3.1. Regardless of payee designation, all payments received on account by Purchaser or Seller from a Club member who has an outstanding Seller's Receivable shall first be applied presumed to be payments in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable oldest accounts receivable then outstanding. 7.3.2. Seller shall have the right to review Purchaser's books and records at reasonable intervals and on reasonable notice to verify Purchaser's compliance with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablethis Section. 7.3.3. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATSSeller may, in its sole discretiondiscretion and in addition to the obligations of Purchaser as hereinabove defined, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect exercise any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary all efforts to collect any of the Accounts Receivable assigned delinquent Seller's Receivables, including resort to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectionlegal action, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS subject to the contrary, neither Diablo nor its agents Club's bylaws and accounts receivable procedure. All such efforts by Seller shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in be at its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole cost and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineexpense.

Accounts Receivable. At Buyer and Seller shall cooperate in determining the closing, Diablo shall appoint ATS its agent for final amount of Seller’s Accounts Receivables by customer of the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo Buyer shall deliver use its commercially reasonable efforts to ATS collect, on behalf of Seller, all of Seller’s Accounts Receivables from the applicable customers of the Business, and Buyer shall promptly remit all such collected amounts to Seller. If any customer of the Business owes both Seller and Buyer based on invoices provided to such customer, any amounts collected by Buyer from such customer shall (i) first be applied to Seller’s Accounts Receivables with an invoice date on or after February 9, 2015 and be promptly remitted to Seller, (ii) then, if the customer had specifically identified how such payment was to be applied to Seller’s Accounts Receivables or to accounts receivables for services rendered by Buyer after the Closing Date, such amounts shall be applied and remitted as soon as practicable instructed by the customer, (iii) then be applied to accounts receivables for services rendered by Buyer after the Closing Date and (iv) then be applied to any remaining Seller’s Accounts Receivables and be promptly remitted to Seller. Notwithstanding the foregoing, if a complete customer specifically and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable reasonably disputes an invoice with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Seller’s Accounts Receivable, unless the customer contests in writing the validity Buyer shall inform Seller of such application. During the Collection Perioddispute, ATS Buyer shall furnish Diablo promptly provide Seller with a list of, all information and pay over documentation supporting or related to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis such invoice and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Buyer shall not be obligated to use remit amounts collected from such customer with respect to such invoice until the dispute has been resolved. At the request of Seller, Buyer shall promptly provide Seller with all information and documentation supporting or related to any extraordinary Seller’s Accounts Receivables. Buyer shall have no obligation to s▇▇ any customer as part of its commercially reasonable efforts to collect any of Seller’s Accounts Receivables. Buyer shall have no liability to Seller for failure to collect the Seller’s Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Receivables except as provided in this Section 9(d). Buyer shall not make be required to incur new expenses with any such referral or compromise, nor settle or adjust third parties in order to provide the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability services to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of Seller under this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"9(d), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At (a) Promptly after the closing, Diablo the Company shall appoint ATS its agent prepare a list of the accounts receivable of the Company that are outstanding for more than 120 days as of the purpose Determination Time (the "Collected Accounts Receivable"). For a period of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable five months after the Closing Date a complete and detailed statement showing Closing, the nameCompany, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the followingas Sellers' agent, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall shall, without compensation, use its reasonable business efforts to collect (and have the exclusive right to collect) the Collected Accounts Receivable for Sellers. Within 10 days after the last day of each month during the five-month period, the Company shall remit to Sellers the amount collected by the Company during that month with respect to the Diablo Business for a period of one hundred eighty (180) Collected Accounts Receivable. Within 10 days after the Closing Date (the "Collection Period"). Any payment received by ATS last day of each month during the Collection Period from any customer five-month period, the Company shall provide Sellers with an account which is an a report setting forth the Collected Accounts Receivable collected by the Company during the preceding month. The Company shall furnish Sellers with such records and other information as Sellers may reasonably require to verify the amounts collected by the Company with respect to the Diablo Business Collected Accounts Receivable. (b) For the purpose of determining amounts collected by the Company with respect to the Collected Accounts Receivable, if the intended application of any collections is specified by the remitting account debtor, then such collections shall be applied as such account debtor has specified; if the remitting account debtor does not so indicate, then (i) in the absence of a bona fide dispute between an account debtor and the Company relating to a Collected Account Receivable, such collections shall first be applied in reduction of the to Collected Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list ofReceivable due from that account debtor, and pay over (ii) any amount received by the Company which is from an account debtor who claims to Diablo, have a bona fide dispute with the amounts collected Company relating to a Collected Account Receivable shall be deemed to have been received with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end accounts receivable of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Company which are not Collected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value extent of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS dispute. (c) The Company shall not be obligated required to use retain a collection agency, bring any extraordinary efforts suit, or take any action out of the ordinary course of business to collect any of the Collected Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Receivable. The Company shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Collected Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after without the Collection Periodwritten consent of Sellers. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine7.

Accounts Receivable. At Each Seller and Purchaser agree that all accounts receivable collections shall be allocated to either the closing, Diablo shall appoint ATS its agent for respective Seller or the purpose of collecting all Accounts Receivable relating Purchaser based on the period to which such accounts receivable relate and prorated as necessary to reflect any amounts attributable to periods prior to the Diablo Business. Diablo shall deliver Closing Date and to ATS periods on or as soon as practicable and after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessDate. Subject to and limited by the following, revenues relating All accounts receivable for periods ending prior to the Accounts Receivable relating Closing Date, including, prepaid programming commissions and commissions payable to Sellers pursuant to the Diablo Business will DirecTV Residual Report for periods ending prior to the Closing Date and all fees with respect to Bulk Service, SMATV Non-Bulk Service and receivers invoiced prior to the Closing Date for periods prior to the Closing Date (the “Pre-Closing A/R”), shall be for the account of DiabloSellers. ATS shall use its reasonable business efforts to collect the Accounts Receivable All accounts receivable with respect to the Diablo Business Assets for a period of one hundred eighty (180) days periods ending on or after the Closing Date, including, without limitation, prepaid programming commissions and commissions payable to Sellers pursuant to the DirecTV Residual Report for periods ending on or after the Closing Date and all fees with respect to Bulk Service, SMATV Non-Bulk Service and receivers invoiced prior to the Closing Date for periods on or after the Closing Date (the "Collection Period"“Post-Closing A/R”), shall be for the account of Purchaser. Any payment received Each of the Sellers agree to remit to Purchaser any Post-Closing A/R and Purchaser agrees to remit to Multiband, as agent for the Sellers, any Pre-Closing A/R. All such remittances of accounts receivable shall be made by ATS during the Collection Period from applicable party to the other party within five (5) days of receipt; provided, however, that Sellers shall provide Purchaser with daily email update of any customer with an account which is an Accounts Receivable Post-Closing A/R collections. For purposes of this Section 5.17, Rainbow hereby appoints Multiband as its agent for purposes of receiving any Pre-Closing A/R remitted by Purchaser to Rainbow. Notwithstanding the foregoing, any accounts receivable with respect to the Diablo Business Schedule 2.4 ▇▇▇ Assets for periods arising on or after the Schedule 2.4 Assets Effective Date shall first be applied in reduction for the account of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, Purchaser and pay over to Diablo, the amounts collected any accounts receivable with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it Schedule 2.4 ▇▇▇ Assets for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo periods arising on or prior to the Schedule 2.4 Assets Effective Date shall be for the account of Rainbow. All such accounts receivable with respect to the Schedule 2.4 ▇▇▇ Assets shall be handled in accordance with the terms described above for the Post-Closing A/R and the Pre-Closing A/R but taking into account the Schedule 2.4 Assets Effective Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closingIt is specifically understood and agreed that Purchaser is not purchasing any accounts, Diablo shall appoint ATS its agent for the purpose notes, and other receivables of collecting all Accounts Receivable relating to the Diablo BusinessSeller. Diablo shall deliver to ATS on However, at or as soon as practicable after the Closing, Seller will provide Buyer with a statement of Accounts Receivable related to the Business outstanding as of the Closing Date a complete and detailed statement showing (the name, amount and age of each Accounts Receivable of the Diablo Business"Closing Receivables"). Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business Purchaser agrees that for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS during , it will use its good faith, best efforts, consistent with Seller's past practices, to collect the Collection Period from Closing Receivables, provided that Purchaser shall not be obligated to bring any customer with an account which is an Accounts Receivable with respect legal action to collect the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationClosing Receivables. During the Collection Period, ATS Seller shall furnish Diablo refrain from any efforts to collect such Closing Receivables, unless Purchaser does not make a good faith effort to attempt such collections. All payments received from customers having a Closing Receivable shall be applied to such customer's oldest Closing Receivable unless otherwise designated in writing by such customer, or, if not so designated or the account is in dispute, the amount received from a customer shall be applied pursuant to written instructions obtained by Purchaser from the customer. Purchaser will on a daily basis deposit the collections received by each Acquired Facility into Seller's bank account for such Acquired Facility as designated on SCHEDULE 3.5. On a bi-monthly basis Purchaser shall provide Seller with a list of, and pay over to DiabloSchedule indicating the aggregate collections of Closing Receivables by each Acquired Facility, the amounts amount collected with respect on each Closing Receivable at each Acquired Facility, the invoice to which each collection relates and the Accounts outstanding amount of each Closing Receivable with respect to as of the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as date of the case may be, copies Schedule after application of all correspondence relating to Accounts Receivablecollections. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following Purchaser shall, at the end of the Collection Period. Upon the request , transfer to Seller all records of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in Closing Receivables; provided that Purchaser may at its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect option purchase any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall Closing Receivables not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after collected during the Collection Period, without specific agreement with ATS Period for an amount equal to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection unpaid balance thereof (collectively, the "Retained Accounts ReceivableReceivables"). Thereafter, provided the any collections received by Purchaser with respect to Closing Receivables other than Retained Accounts Receivable are set forth in Receivables shall be remitted to Seller on a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinebi-weekly basis.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating (a) AIL has delivered or caused to the Diablo Business. Diablo shall deliver be delivered to ATS on or as soon as practicable after the Closing Date Merger Sub a complete and detailed statement showing the name, amount and age accurate aging of each Accounts Receivable all billed accounts receivable of the Diablo BusinessAIL Group as of September 26, 1999. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, Except as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During Schedule 2.21(a), no billed account receivable of the AIL Group reflected on the AIL Balance Sheet and no billed account receivable arising after the Collection Perioddate of the AIL Balance Sheet and reflected on the books of any member of the AIL Group is uncollectible or subject to counterclaim or offset, without specific agreement with ATS except to the contrary, neither Diablo nor its agents shall make any direct solicitation extent of the Accounts Receivable aggregate reserves thereon for collection purposesdoubtful accounts for billed receivables and except to the extent that any billed account receivable is or becomes uncollectible due to insolvency, of which the AIL Group is not presently aware, of the account debtor thereunder. All billed accounts receivable reflected on the AIL Balance Sheet or on such books have been generated in the ordinary course of business and reflect a bona fide obligation for the payment of goods or services provided by a member of the AIL Group. All allowances, rebates and cash discounts to customers of the AIL Group are as shown on its books and records and in no event exceed one percent of billed receivables to which they relate. (b) To the Best Knowledge of AIL, the unbilled account receivable balances of the AIL Group reflected on the AIL Balance Sheet and the unbilled account receivable balances arising after the date of the AIL Balance Sheet and reflected on the books of any member of the AIL Group will convert into billed accounts receivable, except (i) to the extent of the aggregate reserves associated with unbilled receivables, or (ii) to the extent that any unbilled account receivable is or becomes uncollectible due to insolvency, of which the AIL Group is not presently aware, of the account debtor thereunder and would not reasonably be expected to have or result in an AIL Material Adverse Effect. All unbilled accounts receivable reflected on the AIL Balance Sheet or on such books have been generated in the ordinary course of business and will reflect a bona fide obligation for the payment of goods or services provided by a member of the AIL Group, except for Accounts Receivable retained by Diablo after failures to result in bona fide obligations that, individually or in the Collection Period. The provisions of this Section shall aggregate, would not apply reasonably be expected to those certain Accounts Receivable set forth have or result in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinean AIL Material Adverse Effect.

Accounts Receivable. At the closing, Diablo Buyer shall appoint ATS its agent for the purpose receive from Seller and Seller shall ------------------- transfer to Buyer all of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to at the Diablo Business will be for the account of DiabloClosing. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty ninety (18090) days after the Closing Date (the "Buyer Collection Period"), Buyer shall have the sole and exclusive right to collect the Accounts Receivable. Any payment So long as the Accounts Receivable are in Buyer's possession, neither Seller nor its agents shall make any solicitation for collection purposes nor institute litigation for the collection of any amounts due thereunder, except for such Accounts Receivable which Buyer has consented to Seller's collection thereof prior to the expiration of the Buyer Collection Period. All payments received by ATS Buyer during the Buyer Collection Period from any customer with an account which is an Accounts Receivable person obligated with respect to the Diablo Business shall first be applied in reduction any of the Accounts ReceivableReceivable shall be for Buyer's account. Any payment made by an account debtor to Buyer with respect to such an Account Receivable shall be applied to such Account Receivable before it is applied to any outstanding account receivable from such account debtor arising from sales made by the Buyer after the Closing Date. The payment by an account debtor shall be applied to such Account Receivable in inverse order of aging, unless commencing with the customer contests in writing oldest invoice. Buyer shall use commercially reasonable efforts to collect Accounts Receivable during the validity of such application. During the Buyer Collection Period. All of the right, ATS title and interest in and to the Accounts Receivable which are aged for more than thirty (30) days as of the Closing Date and that are not collected during the Buyer Collection Period shall furnish Diablo with a list ofbe assigned to Seller at the end of the Buyer Collection Period at fair value, and pay over to Diablo, the amounts collected after which Buyer shall have no further right or obligation with respect to the Accounts Receivable and hereby agrees to promptly remit to the Seller any payment on such uncollected accounts which it may thereafter receive; provided, however, that nothing -------- ------- contained in this Section 1.12 shall be construed to grant Seller any right with respect to any accounts receivable accrued in connection with Buyer's operation of the Diablo Business on a monthly basis and forward or after the Closing Date. Following the Buyer Collection Period, Buyer shall make available to DiabloSeller, promptly upon receipt or delivery, as the case may bereasonable request of Seller, copies of all correspondence of its records relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable assigned to determine if the same, in their reasonable business judgment, are deemed to be collectable Seller and if ATS desires to retain agrees that Seller may commence legal proceedings or take such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right other action as it considers appropriate to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts uncollected Account Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth Notwithstanding anything provided in this Section. During and after the Collection Period, without specific agreement with ATS Section 1.12 to the contrary, neither Diablo nor its agents Seller shall make not be required to repurchase any direct solicitation such uncollected Account Receivable if the reason for nonpayment by such account debtor is any right of setoff or other claim arising out of any act or omission of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo Buyer after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineClosing.

Accounts Receivable. At As of the closingClosing Date, Diablo Seller appoints Buyer, as Seller's agent without compensation but without Liability except for willful misconduct, to collect the Accounts Receivable. Buyer shall appoint ATS its agent for account to Seller, and remit to Seller, the purpose amounts collected during the period in respect of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS as follows: (i) on or as soon as practicable before the twentieth (20th) day of the second complete calendar month after the Closing Date a complete Date, pay the amounts collected up to the end of the previous month; and detailed statement showing (ii) on or before the name, amount and age twentieth (20th) day of each succeeding month, remit the 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 Diablo Businessperiod after the Effective Time. Subject Buyer's agency to and limited by the following, revenues relating to collect the Accounts Receivable relating shall expire as of midnight on the 120th day following the Closing Date. Within fifteen (15) business days thereafter, Buyer shall remit to Agent the Diablo Business will be amounts collected from the Closing Date until the date thereof that remain in Buyer's possession. Upon expiration of the agency, Buyer shall turn over to Seller all documents and records evidencing the Accounts Receivable which were paid to Seller hereunder and which remain uncollected and Seller shall assume sole responsibility for the account collection of Diabloany remaining Accounts Receivable. ATS Buyer shall use its commercially reasonable business collection efforts to collect the Accounts Receivable consistent with respect to the Diablo Business its practice for a period collection of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS but shall furnish Diablo with a list of, and pay over not be required to Diablo, the amounts collected with respect institute any legal proceedings to collect the Accounts Receivable with or to otherwise incur any cost or obligations in respect thereof other than in the ordinary course of business. Buyer shall remit all amounts collected during the period of Buyer's agency to collect the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the sameSeller without any deductions for Taxes, in their reasonable business judgmentagency, are deemed to be collectable sales or other commissions, or employee related costs and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection expenses (collectively, the "Retained Accounts ReceivableReceivables Expenses"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo and Seller shall retain the sole be responsible for, and exclusive right to collect, whether during or after the Collection Periodshall indemnify Buyer against, all Retained Accounts Receivable, as Diablo in its sole discretion may determinesuch Receivables Expenses.

Accounts Receivable. At the closingClosing, Diablo Sellers shall appoint ATS its agent assign to Buyer, for the purpose of collecting collection purposes only, all Accounts Receivable relating to the Diablo BusinessReceivable. Diablo Sellers shall deliver to ATS Buyer on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount amount, and age of each Accounts Receivable of the Diablo BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to the Diablo Business by Buyer following Closing will be for the account of DiabloSellers. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty ninety (18090) days after the Closing Date (the "Collection Period"). Any payment received by ATS Buyer during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Account Receivable, unless the customer contests otherwise directs in writing the validity of such applicationwriting. During the Collection Period, ATS on a monthly basis, Buyer shall furnish Diablo Sellers with a list of, and shall pay over to DiabloSellers, the amounts collected during the preceding month with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Diablo Sellers with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties Buyer and Sellers shall meet to mutually and analyze in good faith analyze any uncollected Accounts Account Receivable in order to determine if the same, in their reasonable business judgment, are is deemed to be collectable collectible and if ATS Buyer desires to retain a business relationship with the customer carrying such Accounts Account Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATScustomer carrying an Account Receivable with whom Buyer, in its sole discretion, chooses elects to retain such Accounts a business relationship, Buyer and Sellers shall negotiate a goodfaith value of the Account Receivable, which Buyer shall pay to Sellers. Diablo Sellers shall retain the right to collect any of its Accounts Account Receivable as to which the parties are unable to reach agreement as to a good faith goodfaith value, and ATS Buyer agrees to turn over to Diablo Sellers any payments received against any such Accounts Account Receivable. ATS As Sellers' agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Buyer shall not make any such referral or referral, nor compromise, nor settle settle, or adjust the amount of any such Accounts Account Receivable, except with the approval of DiabloSellers. ATS Buyer shall not incur any no liability to Diablo Sellers for any uncollected account Account Receivable, unless ATS Buyer shall have engaged in willful misconduct or gross negligence in the performance collection of its obligations set forth in this Sectionsuch Account Receivable. During and after the Collection Period, without specific agreement with ATS Buyer to the contrary, neither Diablo no Seller nor its agents any agent of any Seller shall make any direct solicitation contact for purposes of the Accounts Receivable for collection purposeswith any customer carrying an Account Receivable, except for Accounts Receivable retained by Diablo any Seller after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Diablo Buyer shall appoint ATS its agent for the purpose of collecting use commercially reasonable efforts (not including litigation or referral to a collection agency) to collect all Accounts Receivable relating to in full consistent with Seller’s past practices as expressly set forth on Section 5.14 of the Diablo BusinessDisclosure Schedule. Diablo Buyer shall deliver to ATS on or as soon as practicable after not make any claim alleging a breach of Section 3.27 regarding the Closing Date a complete and detailed statement showing the name, amount and age collectability of each Accounts Receivable until the amount of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if (as described in Section 3.27) exceeds the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any sum of the Accounts Receivable reserve reflected in the Conclusive Net Working Capital Statement or the Post-Closing Working Capital Statement if the Conclusive Net Working Capital Statement has not been finalized. The oldest uncollected Accounts Receivables shall count against the reserve until it is exhausted. After the reserve is exhausted, uncollected Accounts Receivable may be recovered through a claim under the R&W Policy or a claim under the Escrow Agreement. Further, the funds held pursuant to the Escrow Agreement for purposes of this Section 5.14 may be distributed to Buyer for uncollected Accounts Receivable (as described in Section 3.27) up to the retention amount. No funds other than the $340,000 in the Escrow Account for such purpose shall be applied against the retention amount or disbursed in connection with any uncollected Accounts Receivable. Any remaining uncollected Accounts Receivable then counted against the retention amount under the R&W Policy shall be assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of DiabloSeller at no cost. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS Notwithstanding anything contained herein to the contrary, neither Diablo nor its agents shall make any direct solicitation of unless consistent with Seller’s past practices or unless applied against the Accounts Receivable for collection purposes, except reserve for Accounts Receivable retained by Diablo after reflected in the Collection Period. The provisions of this Section shall Conclusive Net Working Capital Statement, Buyer will not apply to those certain “▇▇▇▇-down,” settle, or negotiate any Accounts Receivable set forth (in connection with making a claim alleging a breach of Section 2.4 3.27 regarding the collectability of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable")) without the prior consent of AETI, provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on which consent will not be unreasonably withheld, conditioned or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinedelayed.

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Diablo Business. Subject Station, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Accounts Receivable relating Closing Date and other broadcast revenues for services performed prior to the Diablo Business will be for Closing Date, shall remain the account property of DiabloSeller (the "Seller Accounts Receivable") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for For a period of one hundred eighty ninety (18090) days after from the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer agrees to use commercially reasonable efforts to assist Seller in collection of the Collection Period from any customer with an account which is an Seller Accounts Receivable in the normal and ordinary course of Buyer's business and will apply all such amounts collected to the 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 if so directed by the debtor if there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Diablo Business Buyer shall first be applied in reduction of notify the Accounts Receivable, unless the customer contests in writing the validity Seller of such applicationdispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. Buyer's obligation and authority shall not extend to the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromiseneither Seller, nor settle or adjust the amount of any such Accounts Receivableits agents, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable any account debtor for collection purposes, except purposes or institute litigation for Accounts Receivable retained by Diablo after the Collection Periodcollection of amounts due. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after After the Collection Period, all Retained Buyer agrees to reasonably cooperate with Seller, at Seller's expense, as to any litigation or other collection efforts instituted by Seller to collect any delinquent Seller Accounts Receivable. Any amounts relating to the Seller Accounts Receivable that are paid directly to the Seller shall be retained by the Seller (less any commissions and/or other expenses due thereon, as Diablo in its sole discretion may determinewhich Seller agrees to timely pay), but Seller shall provide Buyer with prompt notice of any such payment. Every thirty (30) days during the Collection Period, Buyer shall make a payment to Seller equal to the amount of all collections of Seller Accounts Receivable during such thirty (30) day period less any commissions and/or other expenses due thereon (which Buyer is hereby directed to pay on Seller's behalf). Within fifteen (15) days after the end of the 90-day collection period, any remaining Seller Accounts Receivable shall be returned to Seller for collection.