Common use of Accounts Receivable Clause in Contracts

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

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

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

Accounts Receivable. Schedule 4.1(p-1) sets forth a complete listing of all accounts receivable and notes payable (a"Accounts Receivable"). Each of the Accounts Receivable of COMPANY constitutes a valid claim in the full amount thereof against the debtor charged therewith on the books of COMPANY to which each such account is payable and has been acquired in the ordinary course of business. Each Account Receivable is fully collectible to the extent of 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 setoff, deduction or defense. No Account Receivable arises pursuant to an agreement with the United States Government or any agency or instrumentality thereof. The Seller COMPANY shall deliver also provide BUYER with an accurate list of all accounts receivable obtained subsequent to Buyer, on or promptly after the Warranted Balance Sheet Date. The 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 Agreement and an updated aging within 5 days prior to the Closing Date, a statement . All of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained owned by BUYER, free and clear of all liens, subsequent to the execution of this Agreement Also attached hereto and made 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 SellerCompany. Buyer shall not discountANY ACCOUNTS PAYABLE AND/OR NOTES PAYABLE, offsetEXCEPT THOSE WHICH HAVE BEEN INCURRED OR WILL BE INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE APRIL 30, adjust or otherwise compromise any Accounts Receivable; provided1999, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale orderWHICH ARE NOT SPECIFICALLY LISTED ON SCHEDULE 4.1(P-2) SHALL BECOME THE SOLE PERSONAL LIABILITY OF THE SOLE MEMBER OF THE COMPANY, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeAND BUYER WILL NOT ASSUME SAME. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

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

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

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

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

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

Accounts Receivable. (a) The Seller Each Grantor hereby covenants and agrees that it shall deliver 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 occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall promptly (i) cause independent public accountants or others reasonably satisfactory to Buyerthe Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, on or promptly after the Closing Dateaging and test verifications of, a statement of and trial balances for, the Accounts Receivable. Buyer , (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 use commercially reasonable efforts have the right at any time following the occurrence and during the continuance of an Event of Default to notify (without receipt 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 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 Administrative Agent, (ii) notify, or require a Grantor to 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 deposited in such lockbox or other arrangement directly to the Administrative Agent, (iii) communicate with obligors under the Accounts Receivable to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any additional consideration from Accounts Receivable and (iv) enforce, at the Seller) expense of any Grantor, collection of any such Accounts Receivable and to adjust, settle or compromise the amount or payment thereof. If the Administrative Agent notifies a Grantor that it has elected to collect the Accounts Receivable during in accordance with the period beginning on preceding sentence, all amounts and Proceeds (including cash, checks, non-cash items and other instruments) received by such Grantor in respect of the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Accounts Receivable, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer any Supporting Obligation or Collateral Support shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect received in trust for the Accounts Receivable without obtaining the written authorization benefit of the SellerAdministrative Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and settle or compromise the amount remaining outstanding under each particular Account Receivable. Any or payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, 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. All amounts and Proceeds while held by the Administrative Agent (or by a Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be deposited (without offset) by Buyer in held as collateral security for all of the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof Secured Obligations and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected constitute payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to thereof until applied as provided in Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer7.3 hereof. (c) The Seller shall send all Remitted Payments by checkWith respect to any Accounts Receivable in excess of $1,000,000 individually or $2,000,000 in the aggregate that is evidenced by, or at the Seller’s electionconstitutes, Chattel Paper, each Grantor shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of cause each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect originally executed copy thereof to be delivered to the Accounts Receivable during the preceding calendar month Administrative Agent (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied or its agent or designee) appropriately indorsed to the Seller pursuant to subsection Administrative Agent or indorsed in blank: (ai) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any such Accounts ReceivableReceivable in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Accounts Receivable hereafter arising, as soon as practicable, and in any event within ten days of such Grantor acquiring rights therein. Within twenty 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” (20) days after expiration as defined in Section 9-105 of the Collection PeriodUCC) over such Accounts Receivable (x) with respect to any such Accounts Receivable in existence on the date hereof, Buyer shall deliver on or prior to the Seller all filesdate hereof and (y) with respect to any such Accounts Receivable hereafter arising, records, notes and any other materials relating to the within ten days of such Grantor acquiring rights therein. Any Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall Receivable not otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid delivered or subjected to the other party pursuant to control of the Administrative Agent in accordance with this Section 6.02, 4.6 shall be delivered or subjected to such amount shall bear interest at control upon the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from request of the date any such amount was due until Administrative Agent following the date occurrence and continuance of actual paymentan Event of Default. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

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

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

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

Accounts Receivable. (a) The Seller shall deliver All accounts receivable constituting Purchased Assets to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning be reflected on the Closing Date and ending Financial Statement arose and/or will arise from bona fide transactions in the ordinary course of business. All trade accounts receivable are by their terms generally due within thirty (30) days after being recorded on the 180th day thereafter books of Seller. All accounts receivable reflected on the Closing Date Financial Statement are expected to be collected in full within one hundred eighty (180) days after Closing. Following the “Collection Period”)Closing, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action entitled to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect open mail received by the Accounts Receivable without obtaining the written authorization of the Seller, andBusiness, even if the Seller provides such written authorizationaddressed to Seller, for processing or forwarding to Seller, as appropriate. In addition, Buyer shall have no obligation use reasonable efforts to commence any such Actioneffect the collection of the accounts receivable, including regular periodic billing and follow-up collection by Buyer's collection staff consistent with Buyer's customary practices. Reasonable collection efforts shall not include referral to a collection agency or institution of legal proceedings. All of the accounts receivable which are part of the Purchased Assets and are not collected by Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds within one hundred eighty (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20180) days after expiration of the Collection PeriodClosing Date shall, upon notice (the Receivable Notice), which notice may be given at any time on or before the 270th day after the Closing Date (the Notice Period) and assignment by Buyer to Seller, be purchased by Seller for cash at their gross amount, in which event Buyer shall furnish provide Seller with a list all relevant documents reasonably necessary for collection, including original invoices, b▇▇▇▇▇▇▇ and complete billing and collection files. The parties agree that Buyer may give up to three (the “Aging Report”3) Receivable Notices to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeNotice Period. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

Accounts Receivable. (a) The Seller shall promptly deliver to BuyerBuyer any payment received by, or on behalf of, Seller with respect to the Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement. To the extent that all or promptly any portion of an Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement is not collected, after the Closing Date, a statement use of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt in the ordinary course of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on Buyer’s business, by Buyer within 120 days following the Closing Date and ending on the 180th day thereafter (the “Collection PeriodRepurchase Date”), in after notice by Buyer to Seller to such effect, Seller shall promptly purchase such Acquired Accounts Receivable from Buyer for an amount equal to the same manner that Buyer uses full amount of such uncollected Acquired Accounts Receivable, and Seller shall thereafter have the right to collect its own accounts receivable; provided, that pursue collection of such Acquired Accounts Receivable. (b) Buyer shall be not commence promptly deliver to Seller any Action to effect collection or employ any collection agency, legal counselpayment received by, or other third partyon behalf of, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Excluded Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received not purchased by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) this Agreement (or any Acquired Accounts Receivable that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied are purchased by the Seller pursuant to the second sentence of Section 4.9(a)). Seller may collect payment on the Excluded Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted not purchased by the Seller Buyer pursuant to Buyerthis Agreement. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day In pursuing collection of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the any Acquired Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the purchased by Seller pursuant to subsection (athe second sentence of Section 4.9(a) and any Excluded Accounts 101572953.9 29 Receivable not purchased by Buyer pursuant to this Agreement, Seller agrees to use its commercially reasonable efforts to preserve Buyer’s goodwill and ongoing business relationship with any customers of this Sectionthe Business. (d) Buyer and No later than the third Business Day following the Closing Date, Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all filesBuyer an Aged A/R Report and an Aged A/P Report of Seller, records, notes and any other materials relating to the Accounts Receivable. Upon expiration in each case as of the Collection Period, Closing Date and substantially in the Seller may pursue collections of all remaining Accounts Receivableform set forth in Schedule 2.6, and Buyer shall otherwise cooperate with the Seller (at the sole cost with respect to producing and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer delivering these reports to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentextent necessary. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (ai) The Except for the Purchased Accounts Receivable, Seller shall retain its right, title and interest in and to all accounts receivable (and any refunds of previous overpayments on payables), whether rental payments or trade accounts or otherwise, with respect to the Facilities that relate to the period prior to the Closing Date (collectively, the “Retained Accounts Receivable”). Seller shall prepare and deliver to BuyerPurchaser at least three (3) Business Days prior to Closing, a schedule (the “Pre-Closing Accounts Receivable Schedule”) setting forth both the Purchased Accounts Receivable and the Retained Accounts Receivable, said schedule being certified by Seller as complete and correct in all material respects as of such date. Seller shall be paid at Closing an amount equal to one hundred percent (100%) of the invoice amount of all Purchased Accounts Receivable included on the Pre-Closing Accounts Receivable Schedule. (ii) Payments received by Purchaser or promptly Seller after the Closing Date from third party payors and private pay residents shall be handled as follows: (A) If such payments relate to the period prior to the Closing Date, they shall be first payable toward the applicable Purchased Accounts Receivables then due to Purchaser from said payor or resident, and then to Seller; provided, however, that any payments by Third Party Payor Programs which indicate a specific period shall be applied to the amounts covered as indicated with such payment. (B) If such payments relate to the period after the Closing Date, a statement such payments shall be retained by or remitted to Purchaser. (C) All amounts owing under this Section 10.1(a) shall be remitted, if necessary, to the proper party within ten (10) days after the end of each month in which the Accounts Receivable. Buyer payment was received. (iii) In the event the parties mutually determine that any payment hereunder was misapplied by the parties, the party which erroneously received said payment shall use commercially reasonable efforts remit the same to the other within ten (without receipt of any additional consideration from 10) Business Days after said determination is made. (iv) For the Sellertwelve (12) to collect the Accounts Receivable during the month period beginning on following the Closing Date or until Seller receives payment of all rental and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own other accounts receivable; provided, that Buyer shall be receivable which are not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization part of the Transferred Personal Property but attributed to the operation of the Facilities prior to the Closing Date, whichever is sooner, Purchaser shall, within a reasonable time period following written request by Seller, and, even if the provide to Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send an accounting setting forth all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer Purchaser during the preceding month with respect to the rentals and other accounts receivable of Seller that are set forth in the Pre-Closing Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account ReceivableSchedule. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, Purchaser shall be deposited (without offset) by Buyer in the Seller Account (each deliver such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account accounting to the Selleraddress for notices for Seller set forth below. Any payments that are made directly to the Upon reasonable prior written notice, and not more frequently than once every ninety (90) days, Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment inspect all cash receipts of Purchaser during weekday business hours in order to pay confirm Purchaser’s compliance with the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employeesobligations imposed on it under this Section 10.1(a). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (bv) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices Nothing herein shall be applied by the Seller deemed to the Accounts Receivable for such customer outstanding for the longest amount of time until paid limit in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the way Seller’s electionrights and remedies to recover delinquent rental and other accounts receivable due and owing Seller under the terms of this Agreement; provided, shall deposit all Remitted Payments (without offset) into however, that Seller hereby agrees not to take any action that would effectively or legally terminate any Occupancy Agreement or cause an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day actual or constructive eviction of each calendar month during the Collection Period (and, if the Collection Period ends on a day any resident or other than the last day of a calendar month, within twenty (20) days after expiration tenant of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this SectionFacilities. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Purchase Price shall deliver be further adjusted by an amount equal to Buyer, on the positive or promptly after negative difference between: (i) the Closing Date, a statement value of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Company Entities’ Accounts Receivable during the period beginning on as of the Closing Date and ending on (the 180th day thereafter “Closing Date Accounts Receivable”) included in the calculation of Closing Date Net Working Capital (net of any bad debt or similar reserves included with respect to such Accounts Receivable included in the calculation of the Closing Date Net Working Capital), as finally determined pursuant to Section 2.4 (the “Adjusted Closing Date Accounts Receivable”); less (ii) the amount of the Closing Date Accounts Receivable actually collected (the “Collected Accounts Receivable”) by the Company Entities (net of any chargebacks or similar allowances) during the one hundred eighty (180)-day period following the Closing Date (the “Collection Period”). If the Collected Accounts Receivable are greater than the Adjusted Closing Date Accounts Receivable, in the same manner then that Buyer uses to collect its own accounts receivable; provided, that Buyer amount shall be not commence any Action the “Accounts Receivable Overage”, and if the Collected Accounts Receivable are less than the Adjusted Closing Date Accounts Receivable, then that amount shall be the “Accounts Receivable Shortfall”. (b) During the Collection Period, Purchaser shall cause the Company Entities to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties use reasonable efforts consistent with Purchaser’s past business practices to collect the Closing Date Accounts Receivable without obtaining in the written authorization ordinary course of business. The parties agree that Purchaser and the Seller, and, even if the Seller provides such written authorization, Buyer Company Entities shall have no obligation to commence retain any such Action. Buyer third-party collection agency, to institute any Proceeding or to incur any legal fees or third-party fees in connection with efforts to collect the Closing Date Accounts Receivable. (c) Within five (5) days after the Collection Period, Purchaser and Seller shall send all payments received on jointly instruct the Escrow Agent to disburse the Accounts Receivable Escrow Funds as follows: (i) first to Purchaser, an amount equal to the Accounts Receivable Shortfall, if any (plus the interest earned on such amount from the Closing Date); and (ii) then to Seller, an amount, if any, equal to the Accounts Receivable Escrow Funds remaining after the distribution in clause (i) is made to Purchaser. (d) To the extent that the Accounts Receivable Escrow Funds are not sufficient to satisfy the Accounts Receivable Shortfall, then Seller by check orshall, at Buyer’s electionwithin five (5) days after the end of the Collection Period, deposit such payments pay to Purchaser an amount equal to the remaining Accounts Receivable Shortfall (after taking into account the disbursement to Purchaser from the Accounts Receivable Escrow pursuant to Section 2.7(c)) by wire transfer of immediately available funds same day funds. (without offsete) into If there is an account designated by the Seller (the “Seller Account”)Accounts Receivable Overage, in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar monththen Purchaser shall, within twenty five (205) days after expiration the end of the Collection Period), Buyer shall furnish pay to Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect an amount equal to the Accounts Receivable during Overage by wire transfer of same day funds Table of Contents (f) If any of the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month Closing Date Accounts Receivable are not collected in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer full during the Collection Period from Period, then, at Seller’s written request, Purchaser will cause the Company Entities to transfer or assign (without recourse or warranty) the particular Closing Date Accounts Receivable that have not been collected; provided, however, at any time within ten (10) Business Days after Purchaser’s receipt of a customer of the Station that was written request to transfer or is also a customer of the Seller and that is obligated with respect to any assign such uncollected Closing Date Accounts Receivable, shall be deposited (without offset) by Buyer Purchaser may, in its sole discretion, elect not to transfer or assign any such receivable and to, instead, pay to Seller the Seller Account amount of such receivable (each such paymentuncollected receivable transferred or assigned to Seller pursuant to this Section 2.7(c), a an “Specified Payment” and, collectively, the “Specified PaymentsAssigned Receivable”). After such transfer or assignment, unless Seller will be permitted to exercise all such remedies as it deems necessary or appropriate against the customer disputes such Accounts Receivable in writing. If during account debtor to collect the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any transferred Closing Date Accounts Receivable; provided, however, that if Seller commences any Transferred Employee is due Proceeding against any account debtor in respect of a commission for such collected payments due Closing Date Accounts Receivable transferred and assigned to a pre-Effective Time sale orderSeller pursuant hereto, then Buyer Seller shall have indemnify the right to use that collected payment to pay the owed commissions to such Transferred Employees Purchaser and then remit the remainder each of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer Company Entities for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice any Losses incurred, sustained, suffered or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by checkby, or imposed upon the Purchaser or either of the Company Entities and defend at the Seller’s election, shall deposit all Remitted Payments expense any Proceeding (without offsetincluding any counterclaim) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following commenced against the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration Purchaser or either of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly Company Entities by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month such account debtor arising from or in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials way relating to the Accounts Receivable. Upon expiration sale by the Company Entities of any products to such account debtor, or the Collection Periodperformance of any service by the Company Entities for such account debtor, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer prior to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentClosing. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Sellers shall, by letter prepared by Buyer and reasonably acceptable to Sellers, authorize, instruct and direct that the account parties of all Accounts Receivable shall make and deliver all payments relating thereto on or after the Closing to such location, bank and/or account as Buyer shall designate in such letter. If, notwithstanding such letter, any of such account parties remit payments on or after the Closing directly or indirectly to Sellers or their Affiliates instead of Buyer, Sellers shall promptly deliver all such payments to Buyer (including but not limited to negotiable instruments, which shall be endorsed by the applicable Seller or Affiliate to the order of Buyer). From and after the Closing, Buyer agrees to use commercially reasonable efforts in the ordinary course to collect all Accounts Receivable reflected on or the Closing Date Balance Sheet, and, promptly following the last day of each calendar month, to provide Bioglan with a status report detailing the Accounts Receivable collected during the six-month period after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller Within thirty (30) days after written notice thereof from Buyer pursuant (which notice shall include an accounting of Accounts Receivable actually collected by Buyer during the period ending on the date falling six (6) months after the Closing Date), to the extent Accounts Receivable reflected on the Closing Date Balance Sheet have not been collected during the period ending on the date falling six (6) months after the Closing Date (such Accounts Receivable, "Stale Pre-Closing Receivables"), subject to Section 6.02(a7.12, Bioglan shall pay Buyer an amount equal to (a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for reflected on the longest Closing Date Balance Sheet, minus (b) the aggregate amount of time until paid such Accounts Receivable actually collected by Buyer during the period ending on the date falling six (6) months after the Closing Date. Buyer agrees that its sole remedy with respect to the Stale Pre-Closing Receivables is under this Section 7.5(b) and does hereby waive any other remedy it may have at law or in full, and equity or under this Agreement against any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerSellers. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection PeriodFollowing any Bioglan payment with respect to Stale Pre-Closing Receivables under Section 7.5(b), the Seller Buyer thereafter shall furnish Buyer with a list of the promptly remit any amounts received directly by Seller collected with respect to the Accounts Receivable during the preceding calendar month (orStale Pre-Closing Receivables to Bioglan; provided, if the Collection Period ends on a day other than the last day of a calendar monthhowever, the month in which the Collection Period expired), and that Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any no further obligations obligation under this Section 6.02, except that 7.5(c) once the aggregate dollar amount of all amounts remitted to Bioglan under this Section 7.5(c) equals the amount paid by Bioglan to Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required Stale Pre-Closing Receivables under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable7.5(b). (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Collections --------------------------------- (a) The Seller shall deliver to Buyer, Commencing on or promptly after and from the Closing Date, a statement the Buyer shall cause the Company to make reasonably diligent and continuing efforts to timely collect all accounts receivable of the Company reflected on the Closing Balance Sheet (the "Accounts Receivable"); provided, however, (i) the Company shall not ------------------- -------- ------- be obligated to continue to do business with any account debtor if it believes that such continuation will not be in its best interests, and (ii) the Company will not be obligated to incur any Extraordinary Collection Costs (as hereinafter defined), nor will the Company incur any Extraordinary Collection Costs or compromise, settle or accept less than the full amount due in satisfaction of any account without the prior written approval of the Seller to be obtained in each case. As used herein, "Extraordinary Collection Costs" means ------------------------------ direct out-of-pocket fees and expenses paid to outside debt collection agencies and/or attorneys for services in connection with the collection of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment All monies received by the Seller Company from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices account debtors shall be applied by credited to the account of the remitting debtor in the order of the longest outstanding indebtedness due on the account; provided, however, the -------- ------- Company shall not be obligated to credit such monies to any disputed amount of such accounts which the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid reasonably agrees is in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyerdispute. (c) The Seller shall send all Remitted Payments by check, Any amounts due on the Accounts Receivable which are not collected or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt realized by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, Company within one hundred twenty (20120) days after expiration of the Collection Period), date the respective Accounts Receivable were billed shall be deemed uncollectible and the Company shall have no further obligation to collect such amounts and the Seller shall furnish Buyer with a list of shall, promptly upon demand by the Company, pay such amounts received directly by Seller with respect to the Accounts Receivable during Company or its designee and the preceding calendar month (orCompany shall, if the Collection Period ends on a day other than the last day of a calendar monthupon such payment, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied assign to the Seller pursuant the specific accounts in respect to subsection (a) which such payment is being made free and clear of this Sectionall security interests, liens, charges and encumbrances. (d) Buyer and In the Seller shall each be entitled during the sixty (60)-day period following expiration event that a court of the Collection Period to inspect and audit the records maintained by the competent jurisdiction in a proceeding under any federal or state bankruptcy, insolvency or other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it similar law then in effect with respect to any Accounts Receivable. Within twenty (20) days after expiration account debtor shall order the Company to repay any of the Collection Period, Buyer shall deliver Accounts Receivable collected and credited to the Seller account of such account debtor, the amount of such repayment(s), plus the amount of all files, records, notes the reasonable costs and any other materials relating to the Accounts Receivable. Upon expiration expenses of the Collection PeriodCompany (including reasonable attorneys' fees) incurred and/or paid in such proceeding, shall become the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense obligation of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) Company, payable on demand of this Section will reflect all Seller lockbox receipts, the Company and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid Company shall, upon receipt of such payment, assign to the other party pursuant Seller, without recourse and against an appropriate indemnity in favor of the Company, any rights of the Company with respect to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentbankruptcy proceedings. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly As soon as practicable after the Closing Date, Buyer shall cause the Company to furnish the Stockholder with a statement complete and correct list (the "Receivables List") of the Accounts Receivableaccounts receivable of the Company as of the Closing Date (the "Closing Receivables"). Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from furnish the Seller) Stockholder with access to collect all such records and other information as the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses Stockholder may reasonably require to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show verify the amounts received collected by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeClosing Receivables. (b) Each Specified Payment received For a period of 150 days after the Closing Date, Buyer shall cause the Company to use commercially reasonable efforts to collect all of the Closing Receivables in accordance with billing and collection practices no less diligent than those applied by Buyer in the collection of its own accounts receivable (provided that Buyer and the Company shall not be obligated to commence litigation to collect Closing Receivables) and Buyer shall deliver to the Stockholder, on or before each fifteenth calendar day of June and October 1997 a collection report ("Collection Report") setting forth: (i) the amount of collections of Closing Receivables during the immediately preceding three calendar months; (ii) the amount of Closing Receivables outstanding at the end of the calendar month immediately preceding the date of such report; (iii) if applicable, the amount of any Closing Receivables reclassified as uncollectible during the immediately preceding three calendar months in accordance with Buyer's normal accounting policies and practices; and (iv) if and to the extent requested by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment Stockholder, the name of any payor of a particular Closing Receivable during the three calendar months immediately preceding the date of such report, the date and amount of each such payment and, if available, an identification of the invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of which each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyerpayment relates. (c) The Seller shall send all Remitted Payments by check, or at For the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt purpose of determining amounts of Closing Receivables collected by the Seller thereof. On Company or Buyer, (i) if a payment is specified by the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day account-debtor as being in payment of a calendar month, within twenty (20) days after expiration of the Collection Period)specific Closing Receivable, the Seller payment shall furnish Buyer with be applied to that receivable and (ii) all payments by an account-debtor that are not specified as being in payment of a list of the amounts received directly by Seller with respect specific receivable shall be applied to accounts receivable due in such amount from that account-debtor to the Accounts Receivable during the preceding calendar month Company (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information or in the submission case of multiple accounts receivable in the Aging Reports to be supplied same amount, to the Seller pursuant earliest such receivable, except to subsection (a) of this Sectionthe extent that such account-debtor has given notice that it is disputing or otherwise refusing to pay any specific receivable in whole or in part). (d) Buyer and the Seller Company shall each be entitled during not compromise, settle or adjust the sixty (60)-day period following expiration amount of any of the Collection Period Closing Receivables without the prior written consent of the Stockholder. Buyer and the Company shall apply the same policies and practices to inspect and audit the records maintained by extension of credit to an account-debtor which has a Closing Receivable that Buyer would apply if that account-debtor had a comparable outstanding account receivable to Buyer. Buyer shall not solicit the payment of other party pursuant accounts receivable owed to this Section 6.02Buyer, upon reasonable advance notice and during normal business hoursthe Company or any other affiliate of Buyer in preference to Closing Receivables. (e) Following At the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost request and expense of the Seller Stockholder, Collection Reports and without taking supporting documentation may be audited from time to time by the Stockholder's independent certified public accountants on reasonable prior notice, during the Company's normal business hours and in such a manner so as to not disrupt the Company's ordinary course of operations. In connection with Closing Receivables reported at any actions not required under Section 6.02(a) above) for time as uncollectible, Buyer and the purpose Company shall afford the Stockholder reasonable opportunity to review the history of collecting any outstanding Accounts each such Closing Receivable. (f) To the extent that Buyer acknowledges or the Company have not collected the full amount of the Closing Receivables reflected on the Receivables List (less the allowances for uncollectible accounts receivable and sales returns and concessions shown on the Unadjusted Balance Sheet), after giving effect to all adjustments, concessions and settlements made and any reasonable collection fees paid, in each case in accordance Confidential Materials omitted and filed separately with the Securities and Exchange Commission Asterisks denote such omissions with paragraph (b) hereof, by the date that is 150 days after the Seller may maintain all established cash management lockbox arrangements in place at Closing Date (the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by "Settlement Date"), then Buyer shall submit to the Seller under subsection Stockholder an itemized statement of all uncollected Closing Receivables reflected on the Receivables List (a) less the amount of this Section will reflect all Seller lockbox receiptsthe reserve shown thereon), and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller Stockholder shall promptly pay over remit to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivablesamount set forth in such statement within 30 days after receipt of such statement. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Section 6.06 of the Company Disclosure Letter sets forth the Company’s good faith estimate of the Accounts Receivable existing as of immediately prior to the Effective Time. In connection with the Closing Date Statement, Parent shall deliver to Buyer, on or promptly after the Closing Date, a statement Interest Holder Representative an Updated Disclosure Section 6.06 which will set forth Parent’s good faith calculation of the Accounts ReceivableReceivable existing as of immediately prior to the Effective Time. Buyer shall use commercially reasonable efforts (without receipt If, as of any additional consideration from the Seller) to collect one year anniversary of the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter date hereof (the “Collection PeriodTrue-Up Date”), the Company and its Subsidiaries have not collected in full (by set-off, counterclaim or otherwise), in the same manner that Buyer uses to collect its own accounts receivable; providedaggregate, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining set forth in Updated Disclosure Section 6.06, after using its commercially reasonable efforts, then Parent may offset (subject to the written authorization consent of the SellerInterest Holder Representative or the decision of the Neutral Accountant pursuant to Section 6.06(b)) such amount solely against the Adjusted Indemnity Holdback Amount, andsubject to Section 6.06(c), even if the Seller provides Cap and the Basket, and the provisions of Article IX of this Agreement related thereto, the amount of such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to that have not been collected as of the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller True-Up Date (the “Seller AccountUncollected Accounts Receivables”); provided Parent shall only be entitled to receive that portion of the Uncollected Accounts Receivable that Parent believes in good faith will not be collectible in accordance with the Company’s or its Subsidiaries’ customary business practices. No more than thirty (30) days before the True-Up Date (the “Estimate Date”), in either case within fifteen (15) Business Days of receipt. On Parent will deliver to the twentieth (20th) day of each calendar month during the Collection Period (andInterest Holder Representative, if the Collection Period ends on a day other than the last day of a calendar monthfor Interest Holder Representative’s review and approval, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list its good faith estimate (the “Aging ReportA/R Estimate”) of the total amount of Uncollected Accounts Receivable it reasonably believes that the Company and its Subsidiaries will not collect, and for which Parent is entitled to show recourse under this Section 6.06. As a condition to Parent offsetting such amounts against the amounts received by Buyer Adjusted Indemnity Holdback Amount in accordance with respect this Section 6.06, (a) Parent shall assign to the Interest Holder Representative, on behalf of the Interest Holders, any Uncollected Accounts Receivable during which Parent offset against the preceding calendar month Adjusted Indemnity Holdback Amount (or, if to the Collection Period ends on a day other than extent of the last day of a calendar month, offset against the month in which the Collection Period expiredIndemnity Holdback Amount) and shall, at the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during Interest Holder Representative’s request, provide reasonable cooperation to the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect Interest Holder Representative to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes collect such Accounts Receivable (provided, however, that such support does not unreasonably interfere with or disrupt the Company’s business and operations and the Interest Holder Representative reimburses Parent for any reasonable and documented out-of-pocket costs and expenses incurred by Parent or any of its Affiliates (including the Company) in writing. If during providing such cooperation), and (b) Parent agrees that if Uncollected Accounts Receivable for which the Collection Period a dispute arises with regard to an account included among the Accounts ReceivableInterest Holders reimbursed Parent are subsequently collected by Parent, Buyer then Parent shall promptly advise pay such collections (less any reasonable and documented out-of-pocket costs and expenses incurred by Parent or any of its Affiliates (including the Seller thereof and shall return that account Company) in connection with such collection) to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder Interest Holder Representative (on behalf of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred EmployeesInterest Holders). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received The Interest Holder Representative shall have thirty (30) days after its receipt of the A/R Estimate to object to the A/R Estimate. If the Interest Holder Representative objects to the A/R Estimate, the Interest Holder Representative and Parent shall negotiate for a period of fifteen (15) days after the date of Parent’s receipt of the objection notice to resolve any disputes regarding the A/R Estimate. If the Interest Holder Representative and Parent are unable to resolve all such disputes within such fifteen (15) day period, then within five (5) Business Days after the expiration of such period, all unresolved disputes shall be submitted to the Neutral Accountant, who shall be engaged to provide a final, binding and conclusive resolution of all unresolved disputes. The Neutral Accountant shall be instructed to use reasonable efforts to perform its services within thirty (30) days of submission of the statement(s) and objection(s) to it and, in any case, as soon as practicable after such submission. If the Neutral Accountant selected as described above is unable or unwilling to act when called upon pursuant to this Section, then the Parent and Interest Holder Representative shall promptly appoint a substitute to act in substitution for the original designee and, upon acceptance of such appointment, such substitute, or arbitrator so appointed, shall, for purposes of this section, be deemed to be the Neutral Accountant, as applicable, and the time periods prescribed above shall run from the date of such substitute’s or arbitrator’s acceptance of appointment hereunder. The fees and expenses of the Neutral Accountant shall be borne by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated Parent, on the one hand, and the Interest Holder Representative, on the other hand, in writing as a payment of a particular invoice or invoices shall be applied by the Seller proportion to the Accounts Receivable for such customer outstanding for amounts by which their proposals differed from the longest amount Neutral Accountant’s final determination. In connection with the resolution of time until paid in fullany dispute, each party shall pay its own fees and any portion of each such Specified Payment that remains (each such portionexpenses, a “Remitted Payment,” andincluding legal, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyeraccounting and consultant fees and expenses. (c) The Seller shall send all Remitted Payments by check, or at the SellerParent’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day sole source of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the recourse for any amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations payable under this Section 6.02, except that Buyer 6.06 shall promptly pay over to be an offset against the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableAdjusted Indemnity Holdback Amount. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) RCI Shareholders have stated that it is not feasible to prepare a statement of Accounts Receivable as of the Closing Date (or the business day immediately prior) and provide that update to OneLink on the Closing Date. Therefore, following the Closing Date, OneLink shall cause RCI to prepare a statement of Accounts Receivable as of the Closing Date. The Seller schedule of Closing Date Accounts Receivable shall deliver be prepared according to Buyerpast practice of RCI, on or but presented in a manner acceptable to OneLink's auditors. The RCI Shareholders agree to cooperate with RCI to cause such statement to be prepared as promptly as practical, and in any event within thirty (30) days after the Closing Date, a statement . After preparation of the updated Accounts Receivable. Buyer Receivable statement, Cary Goldberg, as representative of the RCI Shareholders, shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) ▇▇▇▇▇▇, ▇▇▇ suggest appropriate changes to collect the Accounts Receivable during statements within five (5) business days after receiving the period beginning updated statements. If there is any dispute regarding the Accounts Receivable statement, such dispute shall be resolved pursuant to Section 8.2 of this Agreement; provided, however, that any such dispute must be initiated by the RCI Shareholders on or before the date sixty (60) days after the Closing Date; and, further provided, that the listing of Closing Date Accounts Receivables shall become final (the "Final Closing Date Accounts Receivable") upon the earliest of the following events: (i) the mutual acceptance of OneLink and Cary Goldberg, (ii) sixty (60) days after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be if C▇▇▇ ▇▇▇▇▇▇▇▇ has not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day delivered notice of a calendar month, within twenty (20dispute pursuant to ▇▇▇▇▇▇▇ ▇.▇(a) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Closing Date Accounts Receivable during Receivable, and (iii) the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated date any dispute with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Closing Date Accounts Receivable in writing. If during the Collection Period a dispute arises with regard is resolved pursuant to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSection 8.2. (b) Each Specified Payment received OneLink shall cause RCI to make diligent commercially reasonable efforts to collect the Accounts Receivables. In the event RCI fails to collect all of the Accounts Receivable on the Closing Date Accounts Receivable List, the face amount of such Accounts Receivable and the actual amount of such Accounts Receivable collected shall be taken into account in determining whether an Accounts Receivable Shortfall exists, which would be subject to indemnification by the Seller from Buyer RCI Shareholders pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) 6.1 of this SectionAgreement. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Closing Date, a statement Benedek will assign to WGRC for purposes of collection all of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt outstanding accounts receivable of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on Benedek as of the Closing Date and ending arising out of the sale of advertising time on the 180th day thereafter Station for cash (the “Collection Period”"Receivables"). Subject to the terms and provisions in this Section 2.6, WGRC will collect the Receivables in the same manner and with the same diligence that Buyer WGRC uses to collect its own accounts receivablereceivable for a period of 180 days following the Closing Date (the "Collection Period"). All amounts received by 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; providedprovided however, that Buyer 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 commence any Action be obligated to effect collection or 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 to collect parties. Within 10 days after the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day end of each calendar month during the Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller WGRC will provide Benedek with a list (the “Aging Report”) to show the amounts received by Buyer written report on collections made with respect to the Accounts Receivable during Receivables and an aging report as of the preceding calendar end of such month and pay over to Benedek the amounts collected net of employee, national representation or advertising agency sales commissions (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredunless already paid) and WGRC shall promptly pay such commissions to the amount remaining outstanding under each particular Account Receivableappropriate party. Any payment received by Buyer during On the Collection Period from a customer of 181st day after the Station Closing Date, WGRC will reassign to Benedek any Receivables that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingremain uncollected. If during the Collection Period a dispute arises with regard to an account included among the Accounts ReceivableReceivables, Buyer WGRC shall promptly advise the Seller Benedek thereof and shall may (or, if requested by Benedek, shall) return that account to the SellerBenedek. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment amounts received by the Seller from Buyer pursuant WGRC after any Receivable has been reassigned to Section 6.02(a) that is not Benedek which can be specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails the account of such reassigned Receivable will be promptly paid over or forwarded to timely remit any Benedek. All amounts collected and required due to be paid to the other party pursuant to Benedek under this Section 6.02, such amount 2.6 that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the generally prevailing prime rate interest rates (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable sourceJournal) as in effect from time to time from the date any such amount was due until the date of actual payment. plus two percentage points (2%). The parties acknowledge and agree that (i) All amounts received Receivables collected by the Seller (other than amounts representing Remitted Payments) WGRC for Benedek pursuant to this Section 6.02 2.6 shall not be required subject to be refunded or repaid by the Seller a right of offset for any circumstanceclaim by WGRC against Benedek and (ii) if WGRC takes any action in violation of such prohibition, WGRC's right and obligation to collect Receivables shall immediately terminate, and Benedek shall have the right to collect all such Receivables in its sole and absolute discretion.

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

Accounts Receivable. (a) The In the event that Seller shall deliver or any of its Affiliates receives any payment relating to Buyer, any Account Receivable outstanding on or promptly after the Closing Date, a statement such payment shall be the property of, and shall be immediately forwarded and remitted to, Buyer. In the event that Buyer or any Affiliate of Buyer receives any payment relating to any Account Receivable written off by Seller prior to the Closing Date, such payment shall be the property of, and shall be immediately forwarded to, Seller. Seller or Buyer or such Affiliate will promptly endorse and deliver to Buyer or Seller any cash, checks or other documents received by Seller or Buyer on account of any such Accounts Receivable. Seller or such Affiliate shall advise Buyer (promptly following Seller's becoming aware thereof) of any counterclaims or set-offs that may arise subsequent to the Closing Date with respect to any Account Receivable. (b) After the Closing Date, Buyer shall use commercially reasonable efforts (without receipt efforts, consistent with prior ordinary course business practices of any additional consideration from the Seller) , to collect the all Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), included in the same manner that Buyer uses to collect its own accounts receivableAcquired Assets; provided, however, that Buyer shall not be obligated to continue to do business with any Person if Buyer believes such continuation will not commence be in its best interests, and shall not be obligated to initiate litigation or to turn any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the such Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, over to a collection agency or attorney. (c) Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the deliver a true and correct list of its Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case aging within fifteen (15) Business Days of receipt. On business days following the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)period during which such Accounts Receivable are deemed "uncollectible" in accordance with this Section, Buyer shall furnish Seller together with a list (the “Aging Report”) to show the amounts received by Buyer signed original rental contract, customer collection comment, invoice inquiry report, and pick up ticket with respect to each Account Receivable on the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivablelist. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that deemed "uncollectible" if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to remaining unpaid 180 days after the Effective Time. Closing Date (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period"Uncollectible Date"), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) In the event that any Account Receivable or any portion thereof (less applicable reserves for any such Account Receivable included in the calculation of Gross Working Capital set forth in Section 3.2 hereof) is not paid by the date as of which it is deemed uncollectible as herein provided, Buyer shall be entitled to reimbursement from Seller within 30 days from the Uncollectible Date in the amount of such unpaid Account Receivable. Upon such reimbursement, the claim or cause of action against the debtor not making payment shall be assigned by Buyer to Seller, and Seller may take such measures to enforce collection of the unpaid items as Seller shall each be entitled during deem necessary. In connection with the sixty (60)-day period following expiration collection of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer remittances by a customer shall deliver to the Seller all files, records, notes and any other materials relating be first credited to the Accounts ReceivableReceivable bearing the earliest date unless the customer has specified the particular invoice to which a remittance pertains, in which case the credit shall be made to the invoice specified. Upon expiration In the event that collections on all Accounts Receivable exceed the amount of Accounts Receivable (less applicable reserves for such Accounts Receivable included in the Collection Periodcalculation of Gross Working Capital set forth in Section 3.2 hereof), the Seller may pursue collections of all remaining Accounts Receivable, and Buyer such excess shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted be reimbursed by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentwithin 30 days from The Uncollectible Date. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Adjustment Time until the earlier of (i) the Closing Date, a statement and (ii) the termination of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) this Agreement prior to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), Buyer agrees to use reasonable efforts to collect, as agent for Seller, the Pre-TBA Receivables in the same manner that regularly pursued by Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable with respect to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer collection of immediately available funds its accounts receivable and in the ordinary course of business. Within five (without offset5) into an account designated by business days after the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day end of each broadcast calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list of uncollected Pre-TBA Receivables that have been outstanding for more than sixty (60) days. Buyer shall hold the “Aging Report”) to show the amounts received proceeds collected from Pre-TBA Receivables (which may be commingled with other funds of Buyer and/or used by Buyer with respect for its own purposes) pending remittance to the Accounts Receivable during the preceding calendar month Seller as provided in Section 2.4(e) or this Section 2.9. (or, if the Collection Period ends on a day other than b) Within twenty (20) days following the last day of a calendar month, the month in which the Collection Period expired) and Period, Buyer will deliver to Seller all records of uncollected Pre-TBA Receivables (provided that Buyer may retain copies of such records). In the amount remaining outstanding under each particular Account Receivable. Any payment collection of accounts receivable, all payments received by Buyer during from account debtors will be applied first to the Collection Period from a customer of the Station that was or is also a customer of the Seller Pre-TBA Receivables and that is obligated with respect then to any Accounts ReceivableBuyer’s accounts receivable, shall be deposited (without offset) by Buyer in the Seller Account order of origination (each such paymenti.e., a “Specified Payment” andfirst-in, collectively, the “Specified Paymentsfirst-out”), unless the customer disputes such Accounts account debtor specifies otherwise, in which case the proceeds shall be applied as specifically designated by the account debtor. Buyer will take no action to encourage an account debtor to dispute its obligation to pay any billing that relates to a Pre-TBA Receivable or to specify that any payment be applied to ▇▇▇▇▇▇▇▇ other than in writingchronological order. If during Buyer or Seller will promptly deliver to the Collection Period other a true copy of any notice of a dispute arises with regard as to the validity or enforceability of a Pre-TBA Receivable received from an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Sellerdebtor. Buyer shall not discountagree to any settlement, offsetdiscount or reduction of any Pre-TBA Receivable without the prior written consent of Seller. Buyer’s collection obligation under this Section 2.9 shall not include any obligation to bring suit, adjust engage a collection agent or otherwise compromise take any Accounts legal action for the collection of any Pre-TBA Receivable. After the last day of the Collection Period, Buyer shall, if requested by Seller, execute and deliver letters, in form and substance reasonably satisfactory to Seller and Buyer, to the effect that the respective account debtor should send payments on the Pre-TBA Receivables to Seller’s designee. Notwithstanding anything herein to the contrary, Seller may take whatever actions it reasonably deems necessary or advisable in order to protect its interest in the Pre-TBA Receivables including, without limitation, bringing suit, engaging a collection agent or taking other legal action for the collection of any Pre-TBA Receivable; provided, that if any Transferred Employee is due a commission for however, Seller shall notify Buyer and cooperate in good faith with Buyer in connection with such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyercollection efforts. (c) The Seller shall send proceeds of all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified Pre-TBA Receivables collected by Buyer from and after the Adjustment Time and prior to the Closing Date shall be paid to the Seller on the Closing Date in immediately available funds by wire transfer within fifteen (15) Business Day following funds. In the receipt by event this Agreement is terminated prior to the Seller thereof. On the twentieth day of each calendar month during the Collection Period (andClosing for any reason, if the Collection Period ends on a day other than the last day of a calendar monthsubject to Section 11.2, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Periodthereafter, Buyer shall deliver to Seller, in immediately available funds, an amount equal to (i) the Seller proceeds of all files, records, notes Pre-TBA Receivables collected by Buyer from and any other materials relating to after the Adjustment Time less (ii) all Accounts Receivable. Upon expiration Payables as of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Adjustment Time actually paid by Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted or reimbursed by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentTBA. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, 6.1. All of CAS's trade receivables for services rendered by CAS on or promptly before the Closing Date shall be and remain the property of CAS. Provided, however, that if, prior to the Closing Date, CAS has entered into an agreement with a customer to provide freight services but such services have not yet been provided on or before the Closing Date, the Purchaser will assume responsibility for providing such service (or the remaining portion thereof) and will be entitled to receive the compensation for such services (or the remaining portion thereof) performed by the Purchaser, equal to the direct costs relating thereto (including commissions) paid or incurred by the Purchaser following the Closing Date, plus a pro-rata share (based on the direct costs to provide such services, including commissions, incurred or paid by CAS or the Purchaser, respectively) of the profits with respect thereto. CAS represents that it has not collected, and undertakes that it will not collect, except as otherwise disclosed in Schedule 6.1, any pre-payments from any customers, or invoices for any such services prior to the services having been completed. 6.2. For a period of five months from and after the Closing Date, a statement and thereafter from month to month until the Purchaser shall give one month's advance written notice to CAS, the Purchaser shall, as agent of the Accounts Receivable. Buyer shall use CAS, exercise its commercially reasonable efforts to diligently collect all receivables owned by CAS as of the Closing Date. To the extent so collected, the Purchaser shall pay over and remit bi-weekly (without receipt or, if less than $5,000 is so collected on any bi-weekly period, at such time(s) as such collections aggregate $5,000) to CAS the cash receipts of such receivables, as collected, together with an accounting of such amount, showing, for each receivable collected, the payor and invoice value, the amount of the payment and any additional consideration other information regularly available from the Selleraccounts receivable system included in the CAS Assets. All such cash receipts shall be received by, and held in trust by the Purchaser for the benefit of CAS. The Purchaser shall not resolve any disputed receivables with any account debtor without the consent of CAS. In the event that any such dispute is not resolved, the Purchaser, as agent for CAS, shall, at the discretion of CAS, place such receivable for collection and the cost and the expenses of collection shall be the exclusive responsibility of CAS. 6.3. As compensation to the Purchaser for the accounts receivable collection services set forth above, CAS and Holding will collectively pay to the Purchaser five percent of all proceeds so collected in excess of 90% of the face value of all such accounts receivable (i.e., face value less reserves and allowances for doubtful accounts, discounts, uncollectability, etc. consistent with past practice) to collect on the Accounts Receivable during Closing Date, other than receivables due from Holding or any of Holding's subsidiaries. For example, if the period beginning face value (gross receivables less allowance for doubtful accounts) of all such accounts receivable on the Closing Date is $8 million, and ending on the 180th day thereafter Purchaser collects $7.5 million thereof, CAS will pay to the Purchaser $15,000 (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization five percent of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer $300,000 collected in excess of immediately available funds $7.2 million (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration 90% of the Collection Periodface amount), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer ). Except with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar monthremitting amounts collected to CAS as set forth in Section 6.2, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 Purchaser shall not be required to be refunded or repaid by the Seller liable for an amount owed on any circumstanceaccounts receivable.

Accounts Receivable. Schedule 6.06 sets forth a complete and correct list of all Accounts Receivable included in the calculation of the Estimated Net Working Capital and any adjustment to the Base Purchase Price pursuant to Section 2.05 (a) the “Closing Date Receivables”). The Seller shall deliver to Buyer, on or promptly after list of the Closing Date, a statement Date Receivables may be revised in connection with the determination of the Accounts ReceivableFinal Net Working Capital. Buyer agrees that it shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the Closing Date Receivables for a period beginning on of not less than one hundred twenty (120) days after the Closing Date (and ending on the 180th day an additional thirty (30) days thereafter (the “Collection Period”), in the same manner with respect to Closing Date Receivables that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable are existing but unbilled prior to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”Closing Date), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received If collections by Buyer with respect to the Accounts Receivable Closing Date Receivables during the preceding calendar month one hundred twenty (or, if 120) day period following the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredClosing Date (and an additional thirty (30) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated days thereafter with respect to any Accounts Receivable, shall be deposited Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, deficit being referred to as the “Specified PaymentsUncollected Receivables Amount”), unless Seller or Stockholders shall pay to Buyer an amount equal to the customer disputes Uncollected Receivables Amount within ten (10) days following written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount shall not be subject to the provisions of Article VIII or any limitations of liability set forth therein including, without limitation, any obligation to seek recovery from the R&W Insurance Policy. Any such Accounts Receivable in writingpayment shall be deemed an adjustment to the Base Cash Payment. Upon receiving payment for the Uncollected Receivables Amount, Buyer shall assign such Closing Date Receivables to the Seller. If during the Collection Period a dispute arises with regard Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to an account included among the Accounts Receivablethis Section 6.06, Buyer shall promptly advise pay to Seller (or Stockholders, as applicable) the Seller thereof and shall return that account amount received by Buyer for such Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to the Seller. Any payments that are made directly to , the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use seek collection of any such Closing Date Receivables; provided, that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish provide written notice to Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking initiating any actions not required under Section 6.02(a) above) for legal proceedings against the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment account debtor on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentClosing Date Receivables. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, Purchase Price factor based on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained One Hundred Percent (100%) of accounts receivable as shown on the books and records of Company at Closing. The terms for payment of this portion of the Purchase Price are as follows: The Purchaser will deposit twenty-five percent (25%) of the Purchase Price for the Accounts Receivable in an accounts receivable escrow account at J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank (the “AREA”), with the balance of the Purchase Price for the Accounts Receivable paid in cash to the Company at Closing. Purchaser shall collect, for a period of forty-five (45) days subsequent to closing, all accounts receivable purchased by the SellerPurchaser. After such forty-five (45) day period after Closing, Buyer shall not discount, offset, adjust or otherwise compromise any assign back to Company all Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due Receivable which Purchaser has been unable to a pre-Effective Time sale order, then Buyer collect. Company shall have purchase all of the right uncollected Accounts Receivable in full at face amount with Purchaser to use that collected be paid from the AREA. After said payment to pay the owed commissions Purchaser, Company shall be entitled to such Transferred Employees and then remit the remainder of the collected AREA. The AREA shall be established pursuant to a separate Accounts Receivable to Seller Escrow Account Agreement (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b“AR Escrow Agreement”) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectivelywhich Company, the “Remitted Payments”) shall Purchaser and J▇ ▇▇▇▇▇▇ Chase Bank will be promptly remitted by parties. The purpose of the Seller AR Escrow Agreement is to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the secure Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereofrepurchase obligation. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on Purchaser will be granted a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information perfected security interest in the submission of AREA by having “control” as that term is defined in I.C. 26-1-9.1-104. If the Aging Reports AREA is insufficient to be supplied to purchase in full the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining uncollected Accounts Receivable, and Buyer Company will pay Purchaser the shortfall in cash, in ten (10) days. Any money returned to Purchaser from the AR Escrow Agreement shall otherwise cooperate be with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges interest earned on that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate portion returned. On money paid to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receiptsCompany, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller interest earned on that money shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentCompany. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

Accounts Receivable. For a period of one hundred and eighty (a180) The Seller days after the Closing, Purchaser will cause Sedeco to attempt to collect (and the Shareholder will refrain from all efforts in this regard except to provide assistance to Sedeco upon Sedeco's request) all accounts receivable of Sedeco (other than the Southwest Receivables) outstanding as of the Closing Date (the "Transferred Receivables") in the normal course of its business (but without resort to litigation or the use of collection agencies or similar efforts, except where consistent with past practice). At the Closing, the Shareholder shall deliver to BuyerPurchaser a true, on or promptly correct and complete list of all of the Transferred Receivables, setting out in reasonable detail such information with respect thereto as Purchaser shall require (including, without limitation, aging), as of the most recent practicable date, which shall not be more than five (5) days prior to the Closing Date (the "Initial Transferred Receivables List"). The Shareholder shall further provide Purchaser, as soon after the Closing Date as practicable, but in no event later than the fifth (5th) business day after the Closing Date, with a statement true, correct and complete list of the Accounts ReceivableTransferred Receivables, in form substantially equivalent to the Initial Transferred Receivables List, as of the Closing Date (such list being hereinafter referred to as the "Supplemental Transferred Receivables List"). Buyer Purchaser will not compromise any of the Transferred Receivables without the prior written consent of the Shareholder, which consent shall use commercially reasonable efforts not be unreasonably withheld. On the date which is one hundred and eighty (180) days after the Closing Date (the "Settlement Date"), Purchaser will cause Sedeco to assign to the Shareholder, without receipt warranty or recourse of any additional consideration from kind, the Selleruncollected Transferred Receivables, together with a schedule setting forth, to the best of Sedeco's knowledge (i) to collect the Accounts Receivable during the period beginning on name of each customer who was an account debtor as of the Closing Date and ending who has made any payment on account of any Transferred Receivables since the 180th day thereafter Closing Date, (ii) the “Collection Period”)remaining balance of such account debtor's account then outstanding, in and (iii) the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means aggregate amount of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptthen uncollected Transferred Receivables. On the twentieth Settlement Date, the Shareholder shall reimburse to Purchaser the amount by which the collected Transferred Receivables is less than Five Hundred Fifty Nine Thousand Three Hundred Sixty Five and 08/100 (20th$559,365.08) day of each calendar month during Dollars. Thereafter, neither Sedeco nor the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Purchaser shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer have any continuing obligation whatsoever with respect to the Accounts Receivable during the preceding calendar month (orTransferred Receivables, if the Collection Period ends on a day other than the last day of a calendar monthprovided, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; providedhowever, that if Sedeco subsequently collects any Transferred Employee is due a commission for such collected payments due Receivable reassigned to a pre-Effective Time sale orderthe Shareholder, then Buyer Purchaser shall have the right cause Sedeco to use that collected payment to pay the owed commissions to such Transferred Employees and then promptly remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller amount thereof to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerShareholder. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

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

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

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Datecommencement of the Collection Period, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), ) beginning on the LMA Commencement Date and ending on the 120th day thereafter in the same manner that Buyer uses to collect its own accounts receivableordinary course of business; provided, however, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable or not to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) commence litigation or legal action to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivableeffect collection. Any payment received by Buyer during the Collection Period from a customer of the Station Stations that was or is also a customer of the Seller and or that is obligated with respect to any Accounts Receivable, Receivable shall be deposited (without offset) by Buyer in an account designated by Seller on the Seller Account date of receipt thereof (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer and its Affiliates shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Receivable and Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected promptly refer any disputed Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSeller. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a2.10(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be presumptively applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in fulltime, and any the portion of each such Specified Payment Payment, if any, that remains is attributable to accounts receivable that are not Accounts Receivable (each such portion, portion a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer; provided, however, that if, after the LMA Commencement Date, Seller or Buyer received or receives a written notice of dispute from a customer with respect to an Account Receivable that has not been resolved, Seller shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.022.10, except that Buyer shall promptly immediately pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (hd) If either party Seller or Buyer fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.022.11, such amount shall bear simple interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

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

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

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

Accounts Receivable. The Company Balance Sheet reflects the amount, as of the Company Balance Sheet Date and determined in conformity with GAAP and on a basis consistent with the past practices employed by the Company, of the Company's and the Company Existing Practices current accounts receivable, net of contractual adjustments arising out of third-party payor arrangements and allowances for bad debts (a) The Seller shall deliver "Company Accounts Receivable"). Schedule 5.9 reflects the amount of Company Accounts Receivable as of June 30, 1999. For all Company Accounts Receivable reflected on the Company Balance Sheet there is a corresponding accounts receivable owed to Buyer, on or promptly after the Company. As of the Closing Date, (i) the Company knows of no reason that the Company Accounts Receivable shall not be owned solely by the Company or (ii) the Company has a statement of security agreement with the Company Existing Practices pursuant to which the Company Existing Practices have granted a security interest to the Company in the Company Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration Receivable in the amounts indicated in the Company Balance Sheet which represent amounts owed from the Seller) to collect Company Existing Practices for services previously rendered. Except as set forth on Schedule 5.9, the Company Accounts Receivable during (i) are valid, binding and legally enforceable obligations and are, subject to the period beginning preceding sentence, owned by the Company (or, prior to the Closing Date, the Company Existing Practices) free and clear of all liens and encumbrances, (ii) will not, to the Company's knowledge, be subject to any offset, counterclaim or other adverse claim or defense, except for contractual adjustments arising out of third party payor arrangements, and (iii) may, to the extent permitted by law, be sold and transferred to the Parent. The Company Accounts Receivable arose in the ordinary course of business consistent with past practices. The Company maintains its accounting records in sufficient detail to substantiate the Company Accounts Receivable reflected on the Closing Date Company Balance Sheet and ending on has given and will give to Parent full and complete access to those records, including the 180th day thereafter (right to make copies therefrom. Since December 31, 1998, the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be Company has not commence changed any Action to effect collection principle or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer practice with respect to the Accounts Receivable during the preceding calendar month (orrecordation of accounts receivable, if the Collection Period ends on a day other than the last day of a calendar monthor any material collection, the month in which the Collection Period expired) discount or write-off policy or procedure, and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was Company has not sold or is also a customer of the Seller and that is obligated with respect to transferred any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Company Accounts Receivable. Within twenty (20) days after expiration of To the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection PeriodCompany's knowledge, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate Company is in substantial compliance with the Seller (at the sole cost terms and expense conditions of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablesuch third-party payor arrangements. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Buyer shall deliver use its reasonable best efforts to Buyer, collect all of Seller's accounts receivable arising from or in connection with the Business on or promptly before the Closing Date ("SELLER'S ACCOUNTS"); PROVIDED that nothing herein shall obligate Buyer to take or threaten to take legal action in order to collect any of Seller's Accounts. If Buyer receives a payment from an account debtor for which there is (i) an outstanding Seller's Account and (ii) an account receivable arising after the Closing Date from Buyer's operation of the Business after the Closing Date, a statement such payment shall be applied to the invoice to which it relates. If it cannot reasonably be determined to which invoice such payment relates, such payment shall be applied to the oldest outstanding invoice of the Accounts Receivablesuch account debtor not disputed by such account debtor; provided that each invoice shall be deemed to not be in dispute until such time as such account debtor shall have expressly stated to Buyer that such invoice is in dispute. Buyer shall use commercially reasonable efforts (without receipt promptly deliver to Seller written notification of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timedispute. (b) Each Specified Payment received Buyer hereby covenants and agrees that Buyer shall not indicate to any account debtor that any payment with respect to any of Seller's Accounts should be sent anywhere except where such payments were being sent immediately prior the Closing Date. Buyer hereby covenants and agrees to remit to Seller by the Seller from wire transfer within three days of its receipt of same any and all payments which Buyer pursuant to Section 6.02(a) that is not specifically designated receives in writing as a payment respect of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount any of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerSeller's Accounts. (c) The At any time on or after the date that is 45 days after the Closing Date, Seller shall send may request that Buyer deliver to Seller any and all Remitted Payments by checkdocuments, instruments, bills of lading, invoices or other documents relating to any of Seller's Accounts that remain outstanding at the Seller’s electiontime of such request. Buyer hereby covenants and agrees that it will promptly deliver all such documents, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the instruments, bills of lading, invoices and other documents upon its receipt by the Seller thereofof such request. On and after the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) date which is 60 days after expiration of the Collection Period)Closing Date, the Seller shall furnish Buyer with a list of the amounts received directly by Seller may undertake any and all collection efforts with respect to any of Seller's Accounts; PROVIDED that Seller shall give Buyer 10 days prior written notice of its intent to institute an Action with respect to any Seller's Account; PROVIDED FURTHER that such written notice may be delivered prior to the date which is 60 days after the Closing Date. Upon Buyer's delivery to Seller of all documents, instruments, bills of lading, invoices and other documents relating to any of Seller's Accounts Receivable during the preceding calendar month (orpursuant to Seller's request therefore, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports not thereafter be required to be supplied pursue any additional collection action with respect to such Seller's Account. Notwithstanding anything to the Seller contrary contained herein, any and all expenses and liabilities incurred by Buyer pursuant to subsection (a) this Section 7.8 shall be for the account of this SectionBuyer. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over Notwithstanding anything to the contrary contained herein, Seller may take any amounts subsequently paid to it and all action at any time with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver account debtor that Seller reasonably believes will commence or be subject to the Seller all files, records, notes and any other materials relating voluntary or involuntarily bankruptcy proceedings or otherwise be subject to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivableapplicable insolvency or creditors' rights laws. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Schedule 6.6 sets forth a complete and correct list of all Accounts Receivable included in the calculation of the Estimated Net Working Capital and any adjustment to the Base Purchase Price pursuant to Section 2.5 (a) the “Closing Date Receivables”). The Seller shall deliver to Buyer, on or promptly after list of the Closing Date, a statement Date Receivables may be revised in connection with the determination of the Accounts ReceivableClosing Date Net Working Capital. The Buyer agrees that it shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the Closing Date Receivables for a period beginning on of not less than one hundred fifty (150) days after the Closing Date (and ending on the 180th day an additional 30 days thereafter (the “Collection Period”), in the same manner with respect to Closing Date Receivables that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable are existing but unbilled prior to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”Closing Date), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received If collections by Buyer with respect to the Accounts Receivable Closing Date Receivables during the preceding calendar month one hundred fifty (or, if 150) day period following the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) Closing Date (and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated an additional 30 days thereafter with respect to any Accounts Receivable, shall be deposited Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, deficit being referred to as the “Specified PaymentsUncollected Receivables Amount”), unless Sellers or Members shall pay to Buyer an amount equal to the customer disputes Uncollected Receivables Amount within ten (10) days of written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount shall not be subject to the provisions of Article X or any limitations of liability set forth therein. Any such Accounts Receivable in writingpayment shall be deemed an adjustment to the Purchase Price. Upon receiving payment for the Uncollected Receivables Amount, Buyer shall assign such Closing Date Receivables to the Sellers. If during the Collection Period a dispute arises with regard Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to an account included among the Accounts Receivablethis Section 6.6, Buyer shall promptly advise pay to Seller (or Members, as applicable) the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained amount received by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to a pre-Effective Time sale orderSellers, then Buyer Sellers shall have the right to use seek collection of any such Closing Date Receivables; provided, that collected payment Sellers shall provide written notice to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following advance of Sellers initiating any legal proceedings against the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends account debtor on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentClosing Date Receivables. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Datecommencement of the Collection Period, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period (the “Collection Period”) beginning on the Closing Date and ending on the 180th 120th day thereafter (the “Collection Period”)thereafter, in the same manner that Buyer uses to collect its own accounts receivable; provided, however, that Buyer shall be under no obligation to commence or not to commence any Action litigation or legal action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station Stations that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited by Buyer (without offset) by Buyer in the Seller Seller’s Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”)) on or before the tenth (10th) Business Day following the fifteenth (15th) day and the last day of the calendar month during which such payment is received by Buyer, unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer and its Affiliates shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; providedReceivable provided that, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSeller. (b) Each Notwithstanding anything in Section 6.02(a) to the contrary, each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be presumptively applied by the Seller Buyer to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in fulltime, and any the portion of each such Specified Payment Payment, if any, that remains is attributable to an Accounts Receivable (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) ), shall be promptly remitted by Buyer to Seller in accordance with Section 6.02(c); provided, however, that if, prior to the date hereof, Seller or, after the Closing Date, Seller or Buyer received or receives a written notice of dispute from a customer with respect to Buyeran Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, Buyer shall deposit all Remitted Payments (without offset) into an account identified by Buyer the Seller’s Account in immediately available funds by wire transfer within fifteen on or before the tenth (1510th) Business Day following the receipt by the Seller thereof. On the twentieth fifteenth (15th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than and the last day of a the calendar month, within twenty (20) days after expiration of the Collection Periodmonth during which such payment is received by Buyer pursuant to Section 6.02(b), the Seller . Buyer shall furnish Seller with (i) copies of all checks received by Buyer with related to an Accounts Receivable, whether related to a Remitted Payment or Specified Payment, (ii) a list of the amounts received directly by Seller collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired)Receivable, and Buyer shall use that information in the submission (iii) a schedule of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the amount remaining outstanding under each particular account. Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and or audit the records maintained by the other party Buyer pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (ed) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) 6.02 above) for the purpose of collecting any outstanding Accounts Receivable. (fe) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer agrees to update, during the Seller under subsection (a) of this Section will Collection Period, the Accounts Receivable aging reports to reflect all Seller lockbox receipts, and the Seller will agrees to cooperate with Buyer to keep the Aging Reports Accounts Receivable age reports current. . In addition, Seller shall, on or before the tenth (g10th) The Seller shall promptly pay over to Buyer Business Day following the end of the calendar month in which any monies of Buyer’s receivables are received by the Seller through its lockbox that are intended (as a payment on Buyer’s receivablesdetermined in accordance with Section 6.02(b)), remit to Buyer such receivable collections. (hf) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (ig) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstancecircumstance including, but not limited to, any termination of this Agreement pursuant to Section 11.01.

Accounts Receivable. Set forth on Schedule 3.9 is a list of all the accounts receivable of the Company as of November 30, 1997, which relate to the PPO Business. Such accounts receivable are, and any accounts receivable arising between such date and the Closing Date which relate to the PPO Business will be, valid and subsisting and all such accounts receivable (a"Accounts Receivable") arose or will have arisen in the Ordinary Course of the business of the Company. The Accounts Receivable are not and will not be on the Closing Date subject to any counterclaim, set-off, defense or Lien. Except to the extent of any reserve therefor on the Financial Statements, the Closing Balance Sheet or paid in full prior to Closing, the Accounts Receivable are and will be current and fully collectible. Any Accounts Receivable which have not been collected by the Company within ninety (90) days from the Closing Date will be returned to Seller and Seller will pay the Company (first, by set-off against amounts due or to become due under the CPFC Note, then from amounts held under the Escrow Agreement), the amount set forth on the Closing Balance Sheet for such Accounts Receivable, net of any applicable reserve. Buyer and Seller agree that the 90-day collection period set forth in the last sentence of the preceding paragraph shall deliver apply to BuyerAccounts Receivable which are included in the Closing Balance Sheet, and shall not apply to accounts of the Company's "self-bill/self-pay" clients on the Closing Date, a list of which is set f▇▇▇▇ at Schedule 3.9(b) (it being understood that receivables of such clients are not included in the Closing Balance Sheet). Buyer and Seller agree that, with respect to payments by such "self-bill/self-pay" clients which are received by the Company during the ▇▇▇ days following the Closing Date and which relate to a period prior to the Closing Date (and which are not included in the Closing Balance Sheet), the Company shall retain all of such payments and the principal balance of the CPFC Note shall be increased by the amount of such payments retained (to the extent such a payment relates to a period prior to the Closing Date). In the event any such payment by a "self-bill/self-pay" client relates partly to a period preceding the Closi▇▇ ▇ate and partly to the Closing Date or promptly a period after the Closing Date, a statement the payment will be pro rated based upon the number of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) days prior to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner period to which the payment relates divided by the total number of days in the entire period to which such payment relates, and that Buyer uses portion of the payment which relates to collect its own accounts receivable; provided, that Buyer the period prior to the Closing Date shall be not commence any Action added to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization principal balance of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCPFC Note. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

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

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

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

Accounts Receivable. (a) The Seller As soon as practicable after the Closing, Sellers shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date and ending on the 180th one hundred fiftieth (150th) day thereafter after the Closing Date (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Sellers’ agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStations’ credit, andsales, even if and other appropriate personnel in accordance with customary practices which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings on Sellers’ behalf to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable or grant credit without Sellers’ written consent, and Buyer shall not pledge, secure, or otherwise encumber such Accounts Receivable or the proceeds therefrom, other than to the Seller extent such pledge, security or encumbrance arises without any further action not specifically required by check or, at Buyer under Buyer’s election, deposit such payments by wire transfer or its Affiliates’ financing instruments or facilities in the ordinary course of immediately available funds business. On or before the twelfth (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (1512th) Business Days of receipt. On Day after the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) remit to show the amounts Sellers collections received by Buyer with respect to the Accounts Receivable, together with a report of all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any reasonable sales commissions or collection costs paid by Buyer in the ordinary course of its business during the preceding calendar month (orrespective periods with respect to those Accounts Receivable, if plus any sales commission chargebacks taken by Buyer to the Collection Period ends on a day other than the last day of a calendar month, the month extent such sales commissions were previously deducted in which the Collection Period expired) and determining the amount remaining outstanding under each particular Account Receivable. to be paid to Sellers hereunder. (b) Any payment payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts Receivable, Receivable delivered by Sellers to Buyer shall be deposited (without offset) applied first to the invoice designated by Buyer in the Seller Account (each such payment, a “Specified Payment” account debtor and, collectivelyif none, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer payment shall promptly advise the Seller thereof and shall return that account be applied to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Selleroldest account which is not disputed. Buyer shall incur no liability to Sellers for any uncollected account, other than as a result of Buyer’s breach of its obligations under this Section 6.7, in which case such liability shall not discount, offset, adjust or otherwise compromise any exceed the amount of the disputed Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller Prior to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration end of the Collection Period, neither Buyer Sellers, nor any agent of Sellers, shall make any direct solicitation of the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to account debtors for payment. After the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration end of the Collection Period, Buyer shall deliver to Sellers all information for the Seller all filesaccounts that remain uncollected, recordsand Sellers shall have the right, notes at their expense, to assist and any other materials relating to participate with Buyer in the collection of the unpaid Accounts Receivable. Upon expiration . (c) At the end of the Collection Period, Buyer shall return to Sellers all files concerning the Seller may pursue collections of all remaining collection or attempts to collect the Accounts Receivable, and Buyer shall otherwise cooperate with Buyer’s responsibility for the Seller (at the sole cost and expense collection of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableReceivable shall cease. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall cooperate with Buyer and use Seller’s commercially reasonable efforts to promptly deliver to BuyerBuyer any payment received by, or on behalf of, Seller with respect to the Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement. To the extent that all or promptly after any portion of an Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement is not collected by Buyer within 120 days following the Closing Date, a statement after notice by Buyer to Seller to such effect, Seller shall promptly purchase such Acquired Accounts Receivable from Buyer for an amount equal to the full amount of such uncollected Acquired Accounts Receivable and Seller shall thereafter have the right to pursue collection of such Acquired Accounts Receivable. . (b) Buyer shall cooperate with Seller and use Buyer’s commercially reasonable efforts (without receipt of to promptly deliver to Seller any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counselpayment received by, or other third partyon behalf of, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Excluded Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained not purchased by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) this Agreement (or any Acquired Accounts Receivable that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied are purchased by the Seller pursuant to the second sentence of Section 4.9(a)). Seller may collect payment on the Excluded Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted are not purchased by the Seller Buyer pursuant to Buyerthis Agreement. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day In pursuing collection of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the any Acquired Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the are purchased by Seller pursuant to subsection (athe second sentence of Section 4.9(a) and any Excluded Accounts Receivable that are retained by Seller pursuant to Section 4.9(b), Seller agrees to use its commercially reasonable efforts to preserve Buyer’s goodwill and ongoing business relationship with any customers of this Sectionthe Business. (d) Buyer and As promptly as practicable after the Seller shall each be entitled during the sixty Closing (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) but in no event later than 21 days after expiration of the Collection PeriodClosing Date), Buyer Seller shall deliver to the Seller all filesBuyer an Aged A/R Report and an Aged A/P Report of Seller, records, notes and any other materials relating to the Accounts Receivable. Upon expiration in each case as of the Collection Period, Closing Date and substantially in the Seller may pursue collections of all remaining Accounts Receivableform set forth in Schedule 2.6, and Buyer shall otherwise cooperate with the Seller (at the sole cost with respect to producing and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer delivering these reports to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentextent necessary. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. 3.3.1 Schedule 3.3.1 sets forth an accurate and complete breakdown and aging of all Accounts Receivable that have been billed as of February 20, 2004. In order to also capture all Accounts Receivable that (ai) The are billed as of the Effective Date or (ii) that were unbilled as of the Effective Date, Seller shall deliver to Buyerwill provide Purchaser, at Seller’s expense, with an updated Schedule 3.3.1, not later than the thirtieth (30th) day following the Closing Date. Seller will also supplementally furnish Purchaser with an itemization of the Accounts Receivable listed on or promptly after Schedule 3.3.1. 3.3.2 As of the Closing Date, a statement regardless of whether Seller has delivered invoices pertaining to the Accounts Receivable to the respective debtors, Seller appoints Purchaser, as Seller’s agent without compensation and without liability except for gross negligence and willful misconduct, to invoice and collect the Accounts Receivable pursuant to Purchaser’s ordinary billing and collection practices. Subject to Section 3.3.3, all amounts collected by Purchaser during the Collection Period (as defined below) with respect to Accounts Receivable will be treated in all respects as the property of Purchaser; provided, however, that the parties agree that Seller, not Purchaser, shall report collection of the Accounts ReceivableReceivable in its income. Buyer shall use Purchaser will exercise commercially reasonable efforts (without receipt to collect such Accounts Receivable, but shall not be required to institute litigation, employ counsel or a collection agency or undertake any other extraordinary means of collection and will not be liable to Seller for any Accounts Receivable that remain uncollected at the end of the Collection Period. Purchaser does not guaranty the collection of any additional consideration from Accounts Receivable. 3.3.3 Any amounts collected by Purchaser with respect to Accounts Receivable prior to July 1, 2004 shall be remitted to Seller on July 10, 2004, and any Accounts Receivable collected thereafter shall be remitted to Seller on a monthly basis commencing August 10, 2004 and continuing thereafter by the 10th of each following calendar month (each such remittance, a “Remittance Payment”). Seller will have no right to receive any amounts for any Accounts Receivable not actually collected or received by Purchaser. Purchaser shall not make any referral of any of the Accounts Receivable to a collection agency or attorney for collection and shall not settle, compromise or adjust the amount of any Accounts Receivable without the prior written consent of Seller) , which consent may be withheld in Seller’s sole and absolute discretion. Seller agrees that until the expiration of Purchaser’s obligation to collect the Accounts Receivable during as set forth below, Purchaser shall be solely responsible for seeking collection of such Accounts Receivable. Purchaser’s obligation to collect the period beginning Accounts Receivable will commence on the Closing Date and ending expire as of 12:01 a.m. (PST) on the 180th day thereafter July 1, 2004 (the “Collection Period”). Thereafter, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer Seller shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the solely responsible for collecting outstanding Accounts Receivable without obtaining the written authorization of the Sellerby any means it deems appropriate. 3.3.4 Promptly after receiving a Remittance Payment from Purchaser, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show will pay the amounts received by Buyer with respect due to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day experts of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period Seller arising from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise so collected (any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments amounts due to a pre-Effective Time sale order, then Buyer shall have the right be referred to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employeesas “Excluded Expert Fees”). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller On the Closing Date, Granite shall deliver to Buyer, on or promptly prepare a statement listing all Accounts Receivable. During the period commencing with the Closing Date and ending the 180th calendar day after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable collection efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect consistent with its own practices for collection of its accounts receivable; provided, that . Buyer shall be not commence any Action account to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses Granite and remit to third parties Granite all amounts collected by Buyer with respect to collect the Accounts Receivable without obtaining in accordance with the written authorization following schedule: (a) on or before the twentieth (20th) day of the Sellerfirst complete calendar month after the Closing date, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send remit all payments received on the Accounts Receivable amounts collected up to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer end of immediately available funds the previous month; and (without offsetb) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On on or before the twentieth (20th) day of each calendar month succeeding month, remit all amounts collected during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)month previous thereto. With each remittance, Buyer shall furnish Seller with a list (the “Aging Report”) to show statement of the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) collected and the amount remaining outstanding under each particular Account ReceivablePersons from whom such amounts were collected. Any payment received by Buyer during (i) at any time after the Collection Period Closing, (ii) from a customer of KEYE after the Station that Closing who was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account KEYE prior to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees Closing and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (biii) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that which is not specifically designated in writing as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied by the Seller to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if such accounts receivable shall be an Accounts Receivable, remitted to Granite in accordance with the Collection Period ends on provisions set forth above; PROVIDED, HOWEVER, that if, prior to the Closing, KEYE or, after the Closing, KEYE or Buyer received or receives a day other than the last day written notice of dispute from a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller customer with respect to an Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer's oldest, non-disputed accounts receivable. Buyer shall not be obligated to refer any of the Accounts Receivable during the preceding calendar month to a collection agency or to an attorney for collection. Buyer shall incur no liability to Sellers for any collected (or, if the Collection Period ends on a day other than to comply with the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) provisions of this Section. (dSection 2.3) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any or uncollected Accounts Receivable. During the 180-day collection period, none of Sellers or any of their agents, without the consent of Buyer (or without consulting with Buyer in the case of disputed Accounts Receivable), shall make any direct solicitation of any customers owing Accounts Receivable for collection purposes. Buyer's obligation to collect the Accounts Receivable shall expire as of midnight on the 180th day following the Closing Date. Within twenty ten (2010) business days after expiration of the Collection Periodthereafter, Buyer shall deliver remit to Granite all amounts collected from the Closing Date until the date thereof to the Seller all files, records, notes and any other materials relating extent not previously remitted to the Accounts ReceivableGranite. Upon expiration of Buyer's collection obligation under this Section 2.3, Buyer shall turn over to Granite all documents and records not heretofore delivered and relating solely to, and provide access to any other documents evidencing, (A) the Collection PeriodAccounts Receivable which were paid to Granite hereunder and (B) the Accounts Receivable which remain uncollected, the Seller and, after consultation with Buyer, Granite may pursue collections collection of all any remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) Receivable for the purpose of collecting any outstanding Accounts Receivableits own account. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (ai) The Seller All of DFI's accounts receivable outstanding at the date hereof and those arising from and after the date hereof prior to the Effective Time (collectively, the "Closing Accounts Receivable") are and will be bona fide, and arose or will arise in the ordinary course of business. No person has any liens on such Closing Accounts Receivable, or any part thereof, and no agreement for deduction or discount has been made with respect to any such accounts receivable which is not reflected in the outstanding balance thereof. Section 3.01(aa) of the DFI Disclosure Schedule sets forth all receivables of DFI as of March 31, 1999 and at Closing will set forth all Closing Accounts Receivable, showing the face amount of each and denoting which such accounts are, by their terms, past due (the "Past Due Accounts"). All Closing Accounts Receivable are fully collectible within three years from the Closing Date. (ii) For purposes of measuring DFI's compliance with the representation and warranty set forth in clause (i): (A) the measure of DFI's non-compliance with clause (i) above shall deliver equal the excess of the face amount of the Closing Accounts Receivable as of the Closing Date over the collections received by the Surviving Corporation on the Closing Accounts Receivable from the Closing Date through the third anniversary thereof and applied as provided in clause (B) immediately following; (B) all collections received by the Surviving Corporation on Past Due Accounts shall be applied to Buyerthe latest invoice of the respective payor account debtor except to the extent otherwise expressly directed in writing by such account debtor and all collections received by the Surviving Corporation on the Closing Accounts Receivable which are not Past Due Accounts shall be applied in accordance with the past practices of DFI; and (C) SYSCO and the Surviving Corporation shall use their customary accounts receivable collection practices in respect of the Closing Accounts Receivable and shall be entitled to make all decisions as to credit-worthiness of Closing Accounts Receivable account debtors in their sole discretion. (iii) Following Closing, on or promptly after SYSCO shall control collections of the Closing Accounts Receivable until the first anniversary of the Closing Date, a statement from and after which time SYSCO shall, upon request of the Accounts ReceivableStockholder Representative, transfer responsibility for such collections to Stockholder Representative provided that Stockholder Representative agrees at the time of such request to continue any legal proceedings that may have been initiated prior thereto in connection with such collections. Buyer shall use commercially reasonable efforts (without receipt At any time from and after the first anniversary of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar monthDate, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer Stockholder Representative shall have the right to use that collected payment to pay buy from SYSCO or the owed commissions to such Transferred Employees and then remit the remainder Surviving Corporation any one or more of the collected Closing Accounts Receivable for the face amount of its outstanding balance at the time of such purchase and a Claims Fee as provided in an undisputed or resolved claim to Seller (with documentation reflecting SYSCO or the payment Surviving Corporation. Funds for any such purchase before the second anniversary of commissions to such Transferred Employees). Buyer the Closing shall be responsible to notify third parties to commence paying Buyer provided from the Representative's Fund or such other funding arrangements as may be arranged by and at the discretion of the Stockholder Representative; funds for accounts receivables relating to any such purchase after the Effective Timesecond anniversary of the Closing Date shall be provided from the Tax and Receivables Escrow Fund. (biv) Each Specified Payment received by SYSCO and the Seller from Buyer pursuant to Section 6.02(aStockholder Representative shall provide each other with periodic (no less often than quarterly) that is not specifically designated in writing as a payment reports of a particular invoice or invoices shall be applied by the Seller to status and results of the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion collection activities of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller them with respect to the Closing Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time their respective control as well as the Seller deems it appropriate to close then-current outstanding balance of each of such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentaccounts. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller On the Commencement Date, Licensee shall designate Programmer as its agent solely for the purpose of collecting the accounts receivable for the Stations existing at the LMA Effective Time (the "Accounts Receivable"). Licensee shall deliver to BuyerProgrammer, on or promptly immediately after the Closing Commencement Date, a complete and detailed statement of the Accounts Receivable. Buyer Programmer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period (the "Collection Period") beginning on at the Closing Date LMA Effective Time and ending on the 180th one hundred twentieth (120th) day thereafter following the Commencement Date consistent with Programmer's practices for collection of its accounts receivable (the “Collection Period”), in the same manner that Buyer uses but without obligation to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection institute proceedings or employ any collection agency, legal counsel, or other third party, or take use any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”collection), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during Programmer (i) at any time following the Collection Period LMA Effective Time, (ii) from a customer of the Station Stations after the LMA Effective Time that was or is also a customer of the Seller Stations prior to the LMA Effective Time and that is obligated with respect to any Accounts Receivable, shall be deposited Receivable and (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(aiii) that is not specifically designated in writing as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied by the Seller to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) if such accounts receivable shall be an Accounts Receivable, remitted to Licensee in accordance with Section 6.2(b); provided further, however, that if, prior to the LMA Effective Time, Licensee or, after the LMA Effective Time, Licensee or Programmer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Programmer shall apply any payments from such customer to such customer's oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Programmer shall obtain the prior written approval of Licensee before referring any of the Accounts Receivable to a collection agency or to an attorney for collection. If Licensee receives a payment from an account debtor of the Stations, Licensee shall promptly remitted by the Seller to Buyernotify Programmer thereof. (cb) The Seller shall send all Remitted Payments by checkOn or before the fifth (5th) day following the end of each calendar month in the Collection Period, or at the Seller’s election, Programmer shall deposit all Remitted Payments (without offset) into an account identified by Buyer Licensee the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereoftransfer. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller Programmer shall furnish Buyer Licensee with a list of the amounts received directly by Seller collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on and a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission schedule of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller amount remaining outstanding under each particular account. Licensee shall each be entitled during the sixty (60)-day sixty-day period following expiration of the Collection Period to inspect and and/or audit the records maintained by the other party Programmer pursuant to this Section 6.026.2, upon reasonable advance notice and during normal business hours. (ec) Following the expiration of the Collection Period, neither Buyer nor the Seller Programmer shall have any no further obligations under this Section 6.026.2, except that Buyer Programmer shall promptly immediately pay over to the Seller Licensee any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Buyer Licensee may pursue collections of all the Accounts Receivable, and Programmer shall deliver to the Seller Licensee all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) Licensee for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (hd) If either party Programmer fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.026.2, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

Accounts Receivable. (a) The Seller Effective, if at all, upon the earlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, each of Citicasters and Regent Broadcasting hereby appoints American its agent for the purpose of collecting all Accounts Receivable relating to the Citicasters Stations and the Regent Stations, respectively, and American hereby appoints Citicasters and Regent Broadcasting its agent for the purpose of collecting all Accounts Receivable relating to the American Citicasters Stations and the American Regent Stations, respectively. Each party shall deliver to Buyer, the other on or promptly as soon as practicable after the Closing Date, a statement 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 Account Receivable of its Stations. Subject to and limited by the following, revenues relating to the Citicasters Accounts ReceivableReceivable and the Regent Accounts Receivable will be for the account of Citicasters and Regent Broadcasting, respectively, and revenues relating to the American Accounts Receivable will be for the account of American. Buyer Each agent shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) same collection procedures as it uses with respect to its own accounts receivable to collect the Accounts Receivable during with respect to which it is acting as agent for a period of ninety (90) days after the period beginning on the Closing applicable Cut-off Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence . Any payment received by any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month agent during the Collection Period (andfrom any customer with an account which is an Account Receivable with respect to which it is acting as agent shall first be applied in reduction of such Account Receivable, if unless the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of customer indicates otherwise in writing. During the Collection Period), Buyer each agent shall furnish Seller the other with a list (of, and pay over to the “Aging Report”) to show other, the amounts received by Buyer collected with respect to the Accounts Receivable during with respect to which it is acting as agent within five (5) days after the preceding calendar end of each month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from Period. Each agent shall provide the other with a customer final accounting on or before the fifteenth (15th) day following the end of the Station that was or is also a customer Collection Period. Upon the request of either agent at and after such time, the Seller parties shall meet to mutually and that is obligated 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 the party which acted as agent with respect thereto desires to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes retain such Accounts Receivable in writingthe interest of maintaining an advertising relationship. If during the Collection Period a dispute arises with regard As to an account included among the each such Accounts Receivable, Buyer the parties shall promptly advise in good faith attempt to negotiate the Seller thereof and value of such Accounts Receivable, which the purchasing party shall return that account pay to the Sellerother if the purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Any payments that Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are made directly unable to reach agreement as to such value, and each party agrees to turn over to the Seller during other any payments received against any such Accounts Receivable. None of the Collection Period relating agents shall be obligated to use any extraordinary efforts to collect any of the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust assigned to it for collection hereunder or otherwise compromise to refer any Accounts Receivable; provided, that if any Transferred Employee is due a commission for of such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (a collection agency or to any attorney for collection, and none of the agents shall make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with documentation reflecting the payment approval of commissions the party entitled to such Transferred Employees)Accounts Receivable. Buyer None of the agents shall be responsible incur any liability to notify third parties to commence paying Buyer any other party for accounts receivables relating to any uncollected Accounts Receivable unless 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 Effective Time. (b) Each Specified Payment received by Collection Period, without specific agreement with the Seller from Buyer pursuant agent with respect thereto to Section 6.02(a) that is not specifically designated in writing as a payment the contrary, none of a particular invoice or invoices the assigning parties nor its agents shall be applied by the Seller to make any direct solicitation of the Accounts Receivable for such customer outstanding collection purposes, except for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted Accounts Receivable retained by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days assigning party after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing until the date that is eighteen (18) months after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect all accounts receivable of the Accounts Receivable during the period beginning on Company and its Subsidiaries arising prior to the Closing Date and ending on the 180th day thereafter Date, whether or not invoiced or billed (the “Collection PeriodPre-Closing Accounts Receivable”); it being understood that Buyer’s obligation to use commercially reasonable efforts may be satisfied by continuing and, if necessary, renewing, one or more of the Company’s current accounts receivable servicing agreements with the applicable counterparties thereto (the “Account Servicers”) and maintaining, monitoring and authorizing the Account Servicers’ collection efforts in a manner substantially consistent with practices of the Company prior to the Closing Date, as may be adjusted, from and after the three (3) month anniversary of the Closing Date, to take into account the declining balance of the Pre-Closing Accounts Receivable over time. Buyer and the Company shall continue to maintain the IT Systems in accordance with historical practices, and shall not make any (i) material modifications to the Contracts in effect with the applicable Account Servicers; (ii) material modifications to the IT Systems applicable to the Pre-Closing Accounts Receivable; or (iii) material adjustments to the Company’s employees with responsibility for supervising the Pre-Closing Accounts Receivable (other than, from and after the three (3) month anniversary of the Closing Date, adjustments to take into account the declining balance of the Pre-Closing Accounts Receivable over time), in each case, without the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the prior written authorization consent of the SellerHolder Representative (such consent not to be unreasonably withheld, anddelayed or conditioned). Buyer and the Holder Representative shall regularly consult regarding the status of the collection of the Pre-Closing Accounts Receivable. Without limiting the foregoing, even if following the Seller provides such written authorizationClosing, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on provide the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds Holder Representative and its representatives reasonable access (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours) to the records, properties and personnel of the Company and its Subsidiaries relating to the collection of the Pre-Closing Accounts Receivable and shall cause the personnel of the Company and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Pre-Closing Accounts Receivable collection efforts. (eb) Following Buyer shall be entitled to retain all amounts collected in respect of the expiration Pre-Closing Accounts Receivable up to the Accounts Receivable Threshold. Any amounts collected in respect of the Pre-Closing Accounts Receivable in excess of the Accounts Receivable Threshold (any such amount, an “Excess Receivable Amount” and such amounts in the aggregate, the “Excess Receivable Fund”) shall be allocated as follows: (i) First, Buyer shall be entitled to retain ten percent (10%) of the Excess Receivable Fund (the “Retention Amount”); (ii) Second, any Excess Receivable Amounts collected in excess of the Retention Amount shall be paid by Buyer to the Escrow Agent for further deposit into the Indemnity Escrow Funds until the aggregate amount so deposited (together with any amount deposited pursuant to Section 3.4(d) and/or Section 3.13(d)) is equal to the Indemnity Escrow Cap; (iii) Third, to the extent the Excess Receivable Fund (less the Retention Amount) exceeds the Indemnity Escrow Cap, the excess shall be distributed twenty percent (20%) to Buyer and eighty percent (80%) to the Paying Agent for further distribution to the Holders in accordance with such Holders’ relative Post-Closing Payment Allocation. (c) In the event that, following the deposit into the Indemnity Escrow Funds of an amount equal to the Indemnity Escrow Cap, the Holder Representative in good faith disagrees with Buyer’s assessment of commercially reasonable efforts required to collect the Pre-Closing Accounts Receivable (taking into account, from and after the three (3) month anniversary of the Closing Date, the amount remaining and likely collectability of the remaining Pre-Closing Accounts Receivable), the Holder Representative shall identify in writing additional commercially reasonable efforts (the “Additional Efforts Notice”) to be taken by Buyer to pursue the collection of the Pre-Closing Accounts Receivable. During the thirty (30) day period following the delivery of the Additional Efforts Notice, Buyer and the Holder Representative shall use good faith efforts to resolve the concerns raised by the Additional Efforts Notice. At the end of such thirty (30) day period, if Buyer and the Holder Representative are unable to agree upon requisite commercially reasonable efforts to collect the Pre-Closing Accounts Receivable, the Holder Representative may, upon written notice to Buyer, assume the responsibility to use commercially reasonable efforts to collect the Pre-Closing Accounts Receivable (a “Collection Assumption”). Upon a Collection Assumption, (A) the Holder Representative shall be entitled to receive one hundred percent (100%) of the Excess Receivable Fund (for further distribution to the Holders in accordance with such Holders’ relative Post-Closing Payment Allocation) and, from the date of the Collection PeriodAssumption, neither Buyer nor shall bear 100% of the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to costs associated with employing the Seller any amounts subsequently paid to it Account Servicers in connection with respect to any the Pre-Closing Accounts Receivable. Within twenty Receivable and (20B) days after expiration from the date of the Collection PeriodAssumption until the date that is eighteen (18) months after the Closing Date, Buyer and the Company shall deliver cooperate with the Holder Representative, which from the date of a Collection Assumption shall be at the Holder Representative’s expense, including by providing reasonable access to the Seller all filesemployees, records, notes IT Systems and any books and records and other materials relating assets of the Company relevant to the collection of the Pre-Closing Accounts Receivable. Upon expiration ; provided the Holder Representative shall only be responsible for reasonable documented out-of-pocket third party expenses incurred by Buyer and the Company directly in connection with Buyer and the Company’s compliance with this clause (B) and Buyer and the Company shall be responsible for all other internal expenses incurred in connection with their compliance with this clause (B). (d) In the event that, on the Closing Date, the outstanding accounts receivable of the Collection PeriodCompany and its Subsidiaries, less any reserves for doubtful accounts, (on a consolidated basis) (the “Closing Date Accounts Receivable”) is less than $140,700,000.00, then the portion of the Merger Consideration payable on the Closing Date shall be reduced, on a dollar-for-dollar basis, by an amount equal to the difference between $140,700,000.00 and the Closing Date Accounts Receivable (such amount, which shall not exceed an amount equal to the Indemnity Escrow Cap, the Seller may pursue collections of all remaining “Accounts ReceivableReceivable Adjustment”), and Buyer shall otherwise cooperate with cause the Seller (at Accounts Receivable Adjustment to be deposited into the sole cost Indemnity Escrow Funds. In the event that, on the Closing Date, the Closing Date Accounts Receivable is less than the Accounts Receivable Threshold, the Base Purchase Price shall be reduced, on a dollar-for-dollar basis, by an amount equal to the difference between the Accounts Receivable Threshold and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Closing Date Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver promptly forward to Buyer, on or promptly the Buyer any and all proceeds from Accounts Receivable relating to the Business that are received by the Seller following the Closing Date to the extent such proceeds relate to a period ending after the Closing Date, a statement of the Date (“Buyer Accounts Receivable”). Buyer shall use commercially reasonable efforts Notwithstanding the foregoing or anything to the contrary herein (without receipt of any additional consideration from the Sellerincluding Section 3.9(c) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”below), in the same manner event that Buyer uses the Closing occurs prior to collect its own accounts receivable; providedJune 1, 2011, any and all Accounts Receivable relating to the Business that Buyer are collected in, or relate to, any or all of the period ending on or prior May 31, 2011 shall be not commence any Action deemed to effect collection or employ any collection agencybe Seller Accounts Receivables, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer and Buyers shall have no obligation to commence any such Action. Buyer shall send right therein. (b) The Buyers acknowledge that all payments received on the Accounts Receivable in respect of amounts due from Licensees or any Persons prior to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer Closing Date shall remain the property of immediately available funds (without offset) into an account designated by the Seller (the “Seller AccountAccounts Receivable”) and that none of the Buyers shall acquire any beneficial right or interest therein. The Seller Accounts Receivable as of March 31, 2011, are set forth on Schedule 3.9(b), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration which shall be finalized and updated as part of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Closing audit described in Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer6.4. (c) The Buyers shall promptly forward to the Seller shall send all Remitted Payments upon receipt by check, or at any Buyer any amounts actually received by the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day Buyers following the receipt by Closing Date that are a Seller Accounts Receivable. For purposes of determining what constitutes a Seller Accounts Receivable for purposes of this Section 3.9, (x) in the case of Accounts Receivable relating to the Business received in respect of a period (such as a fiscal quarter or other similar period for which such amounts are paid) that was completed prior to the Closing Date, the entire amount of such Accounts Receivable shall be Seller Accounts Receivable and be forwarded to the Seller thereof. On and (y) in the twentieth day case of each calendar month during any Accounts Receivable relating to the Collection Period (and, if the Collection Period ends Business that are paid on a day other than periodic basis and are payable for a period (such as a fiscal quarter) that includes, but does not end prior to, the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)Closing Date, the Seller shall furnish Buyer with be forwarded a list portion of such Accounts Receivable, which portion shall be Seller Accounts Receivable, equal to the Accounts Receivable for the entire applicable period multiplied by a fraction the numerator of which is the number of days in such period ending on the Closing Date and the denominator of which is the number of days in the entire period for which such Accounts Receivable are paid (the “Fraction”). Without limiting the generality of the amounts received directly by Seller foregoing, the Buyers acknowledge that the Business shall receive a payment from Liz Claiborne, Inc. in August of 2011 relating to the QVC Agreement with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day period of a calendar month, the month in which the Collection Period expired), time between August 2010 and Buyer shall use August 2011. The Buyers acknowledge and agree that information in the submission of the Aging Reports to be supplied to the Seller pursuant shall be entitled to subsection (a) a portion of this Sectionsuch payment, which portion shall constitute Seller Accounts Receivable, equal to such payment multiplied by the Fraction. (d) Buyer and Notwithstanding anything to the contrary in this Section 3.9, (i) neither the Seller nor any of its Affiliates shall each be entitled during to contact any Licensee regarding any past due Seller Accounts Receivable without the sixty Buyers’ prior approval, which shall not be unreasonably withheld, delayed or conditioned, and (60)-day period following expiration ii) in the event that any Licensee or other Person is the debtor on any Seller Accounts Receivable, any amounts received by any Buyer from such Licensee or other Person shall first be deemed to be paid on account of the Collection Period Seller Accounts Receivable (up and until such Seller Accounts Receivable is paid in full) and shall promptly be forwarded to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursSeller. (e) Following the expiration Each of the Collection PeriodBuyers, neither Buyer nor on the Seller one hand, and the Seller, on the other hand, shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over provide to the Seller any amounts subsequently paid other Parties reasonable access to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all its files, records, notes records and any other materials relating to the Accounts Receivable. Upon expiration books of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) account for the purpose of collecting verifying any outstanding Accounts Receivable. (f) Buyer acknowledges funds that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer have been remitted to the Seller under subsection (a) of this Section will reflect all Seller lockbox receiptsBuyers or to the Seller, as applicable, and to verify collection of the Seller will cooperate with Buyer to keep the Aging Reports currentaccounts receivable. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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