Common use of Collection of Receivables Clause in Contracts

Collection of Receivables. Upon Closing, each of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15.

Collection of Receivables. Upon Closing(i) Borrowers shall instruct their Customers to deliver all remittances upon Receivables to such lockbox account or Blocked Account and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.15(h) hereof or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, each to the extent any Borrower directly receives any remittances upon Receivables, such Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not use the same except to pay Obligations. Each Borrower shall deposit (it being understood that a “night deposit” shall be deemed to be deposited on the day such amounts were deposited in the night drop box) in the Blocked Account and/or Depository Accounts or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness (other than the Daily Cash Amounts). The Borrowers shall cause the ACH or wire transfer of all payments due from credit card processors, including any remittances from any Primary Supplier of proceeds of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers Credit Card Receivables (the “Letter”whether or not there are then any outstanding Obligations), irrevocably authorize, instruct to be made to a Blocked Account and/or Depository Accounts as such presently occurs and direct that with such frequency as is consistent with the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto Borrowers’ current business practices as in effect on or after the Closing Date to such locationDate; it being understood that under the Supply Agreements, bank and account (Borrowers shall only receive the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such net Receivables. Each Prior to and after any Cash Dominion Period, payments made by a Borrower’s Customers remitted directly to Agent will be deposited by Agent in the Blocked Accounts, and Customer remittances shall only be treated as a repayment of Advances if the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, Borrowers so elect in a written notice to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Agent.

Collection of Receivables. Statesman hereby authorizes the Cooperative to collect Purchased Receivables, subject to direction and control, but Statesman may, without cause or notice, curtail or terminate said authority at any time. Upon Closingreceipt of all checks, each drafts, cash and other remittance in payments of or on account of the Sellers shallPurchased Receivables, by letter prepared the Cooperative will account to Statesman for such proceeds as herein provided. The Cooperative will endorse all checks, drafts and other items evidencing such proceeds where necessary to permit collection of such items, which endorsement Statesman is also hereby authorized to make, as attorney-in-fact on behalf of the Cooperative. The Cooperative will pay all proceeds it collects on Purchased Receivables to Statesman monthly no later than the tenth Business Day of each month or at such other intervals as Statesman may from time to time request. If the Cooperative receives any promissory note or other instrument (other than a check) in payment of or on account of any Purchased Receivable, it will immediately endorse the same and deliver it to Statesman. Within ten (10) days of receipt of a written request of Statesman, the Cooperative will notify the obligor on each Purchased Receivable to make payments to Statesman at its Headquarters or at such other address as Statesman shall have furnished to the Cooperative in writing and shall promptly deliver to Statesman all proceeds of any Purchased Receivables then held by the Purchaser Cooperative. From and reasonably satisfactory to each after receipt of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such partiesrequest, the “Seller Account Parties”) Cooperative will promptly forward to Statesman all checks, drafts, cash and other remittances received by it in payment of or on account of any Purchased Receivable. If the Cooperative shall fail to notify account obligors to make and deliver all payments relating thereto on or after the Closing Date to such locationStatesman as herein provided, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closingoccurrence of an Event of Default, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to Statesman may so notify such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15account obligors.

Collection of Receivables. Statesman hereby authorizes the ------------------------- Cooperative to collect Purchased Receivables, subject to direction and control, but Statesman may, without cause or notice, curtail or terminate said authority at any time. Upon Closingreceipt of all checks, each drafts, cash and other remittance in payments of or on account of the Sellers shallPurchased Receivables, by letter prepared the Cooperative will account to Statesman for such proceeds as herein provided. The Cooperative will endorse all checks, drafts and other items evidencing such proceeds where necessary to permit collection of such items, which endorsement Statesman is also hereby authorized to make, as attorney-in-fact on behalf of the Cooperative. The Cooperative will pay all proceeds it collects on Purchased Receivables to Statesman monthly no later than the tenth Business Day of each month or at such other intervals as Statesman may from time to time request. If the Cooperative receives any promissory note or other instrument (other than a check) in payment of or on account of any Purchased Receivable, it will immediately endorse the same and deliver it to Statesman. Within ten (10) days of receipt of a written request of Statesman, the Cooperative will notify the obligor on each Purchased Receivable to make payments to Statesman at its Headquarters or at such other address as Statesman shall have furnished to the Cooperative in writing and shall promptly deliver to Statesman all proceeds of any Purchased Receivables then held by the Purchaser Cooperative. From and reasonably satisfactory to each after receipt of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such partiesrequest, the “Seller Account Parties”) Cooperative will promptly forward to Statesman all checks, drafts, cash and other remittances received by it in payment of or on account of any Purchased Receivable. If the Cooperative shall fail to notify account obligors to make and deliver all payments relating thereto on or after the Closing Date to such locationStatesman as herein provided, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closingoccurrence of an Event of Default, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to Statesman may so notify such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15account obligors.

Collection of Receivables. Upon ClosingTo the extent necessary, each WFBC hereby appoints Seller as agent for WFBC for purposes of collection of accounts purchased by WFBC hereunder. As WFBC’s agent for the collection of accounts purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC in accordance with Seller’s customary practices and in compliance with applicable law. Seller will furnish to WFBC, upon request, any and all papers, documents and records in its possession or control related to accounts purchased by WFBC hereunder, or related to Seller’s business relationship with the respective account debtors, and agrees to cooperate fully with WFBC on all matters related to collection of accounts purchased by WFBC hereunder. WFBC reserves the right to terminate such agency at any time or without cause or notice to Seller. Seller authorizes WFBC to forward directly to account debtors statements or invoices on accounts purchased by WFBC hereunder, and to request payment at such address or to such bank account or lock box as may be designated by WFBC. Seller agrees that, if any payment made to Seller on any account purchased by WFBC from Seller hereunder, Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT TO WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment fee in the amount of fifteen percent (15%) of the Sellers shallamount of any payment on account of a purchased Account which has been received by Customer and not delivered in kind to WFBC on the second business day following the date of receipt by Seller. If any goods relating to an account purchased by WFBC hereunder shall be returned to or repossessed by Seller, Seller shall give prompt notice thereof to WFBC and shall hold such goods in trust for WFBC, separate and apart from Seller’s own property, and such goods shall be owned solely by letter prepared WFBC and be subject to WFBC’s direction and control. Seller shall properly store and protect such goods and agrees to cooperate fully with WFBC in any subsequent disposition thereof for the benefit of WFBC. Seller authorizes WFBC to collect, xxx for and give releases for, in the name of Seller or WFBC in WFBC’s sole discretion, all amounts due on accounts sold to WFBC hereunder. Seller specifically authorizes WFBC to endorse, in the name of Seller, all checks, drafts, trade acceptances or other forms of payment tendered by account debtors in payment of accounts sold to WFBC hereunder and made payable to Seller. WFBC shall have no liability to Seller for any mistake in the Purchaser and reasonably satisfactory application of any payment received with respect to each any account; provided WFBC has not acted in bad faith or has not be grossly negligent, it being the specific intent of the Sellers parties hereto that WFBC shall have no liability hereunder for its own negligence. Seller hereby waives notice of nonpayment of any account sold to WFBC hereunder as well as any and all other notices with respect to such accounts, demands or presentations for payment, and agrees that WFBC may extend or renew from time to time the payment of, or vary, reduce the amount payable under or compromise any of the terms of, any account purchased by WFBC, in each case without notice to or the consent of Seller. Seller further authorizes WFBC (or its designee) to open and remove the “Letter”)contents of any post office box of Seller or WFBC (or its designee) which WFBC believes contains mail relating to accounts, and in connection therewith or otherwise, to receive, open and dispose of mail addressed to Seller which WFBC believes may relate to accounts, and in order to further assure receipt by WFBC (or its designee) of mail relating to such accounts, to notify other parties including customers and postal authorities to change the address for delivery of such mail addressed to Seller at such address as WFBC may designate. WFBC agrees to use reasonable measures to preserve the contents of any such mail which does not relate to accounts purchased hereunder and to deliver same to Seller (or, at the election of WFBC, to notify Seller of the address where Seller may take possession of such contents; provided, if Seller does not take possession of such contents within 30 days after notice from WFBC to take possession thereof, WFBC may dispose of such contents without any liability to Seller.) Seller hereby irrevocably authorizeappoints WFBC (and any employee, instruct agent or other person designated by WFBC, any of whom may act without joinder to the others) as Seller’s attorneys-in-fact and direct that the account parties of agents, in Seller’s name, place, and stead, to take all Receivables (such partiesactions, the “Seller Account Parties”) make execute and deliver all payments relating thereto on notices, negotiate such instruments and other documents, as may be necessary or after the Closing Date advisable to such location, bank permit WFBC (or its designee) to take any and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any all of the actions described in this paragraph or to carry out the purpose and intent thereof, as fully and for all intents and purposes as Seller Account Parties remits any such payments on could itself do, and hereby ratifies and confirms all that said attorneys-in-fact and agents may do or after the Closing Date directly or indirectly cause to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated be done by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15virtue hereof.

Collection of Receivables. Upon Closing, each of (a) On or before the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or 90th day after the Closing Date (or such later date as agreed by the Administrative Agent in its sole discretion), each Grantor shall (i) execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than (i) each Deposit Account, the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers’ compensation, pension benefits and similar expenses or taxes related thereto, (ii) each Deposit Account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero; provided that the aggregate balance excluded in this clause (ii) shall not exceed $1,000,000 and (iii) each Deposit Account used in the ordinary course of business for local store accounts (which shall comply with the provisions of Section 6.4 below)) maintained by such locationGrantor into which all cash, bank checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts as of the Closing Date are identified as such on Schedule 10, and account (ii) establish lock box service (the “Lockbox AccountLock Boxes”) as with the Purchaser banks set forth in Schedule 10, which Lock Boxes shall specify. If, notwithstanding such Letter, any be subject to irrevocable lockbox agreements in the form provided by or otherwise reasonably acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Seller Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected during any Cash Dominion Period therein to the Collection Account Parties remits any such payments on or after (a “Lock Box Agreement”). After the Closing Date directly or indirectly to Date, each Grantor will comply with the terms of Section 6.2. During any of Cash Dominion Period, the Sellers instead of Administrative Agent shall have sole access to the Lockbox AccountLock Boxes, and each Seller agrees Grantor shall take all action necessary to grant the Administrative Agent such sole access. For the avoidance of doubt, the parties hereto hereby agree that it so long as a Cash Dominion Period is not in effect, the applicable Grantor shall promptly (and have free access to all assets in any event no later than 15 days following receipt) deliver Collateral Deposit Account or other Deposit Account or any securities account and shall be permitted to withdraw any and all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full amounts without any consent from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse Administrative Agent or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15any other Secured Party.

Collection of Receivables. The Borrower currently maintains and continue to maintain one or more blocked accounts (each, a "Blocked Account") at all times. Upon Closingnotice given by the Agent to the Borrower at any time after the occurrence of an Availability Event or, each in the Agent's discretion, during the continuation of an Event of Default (a "Blocked Account Notice"), unless and until the Agent revokes such Blocked Account Notice in writing, the Borrower shall promptly remit to a Blocked Account all Collections including all checks, drafts and other documents and instruments evidencing remittances in payment (collectively, "Items of Payment"). The Borrower, the Agent and a Blocked Account Bank shall enter into an agreement, in form and substance satisfactory to the Agent, the Borrower and such Blocked Account Bank (as amended, supplemented or otherwise modified from time to time, a "Blocked Account Agreement"), which, among other things, shall provide for the opening of a Blocked Account for the deposit of Collections at such Blocked Account Bank. At all times after the delivery of a Blocked Account Notice (unless and until the Agent revokes such Blocked Account Notice in writing), all Collections and other amounts received by the Borrower from any account debtor, in addition to all other cash proceeds of the Sellers shallCollateral, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox shall upon receipt be deposited into a Blocked Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver The Agent will credit all such payments that it receives to the Purchaser. Effective Loan Account, conditional upon the Closing, each of the Sellers hereby authorize the Purchaser final collection; credit will be given only for cleared funds received prior to 2:00 P.M. (and all Persons designated New York time) by the Purchaser) to endorse for depositAgent at its account at North Fork Bank, collection or negotiation to the Purchaser’s lenders checks or other payments forms Melville, New York (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”#3124059415), then or such other bank as the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent AmountAgent may designate; provided, however, that concurrently for purposes of calculating interest due to the Lenders, credit will be given to collections one Business Day after receipt of cleared funds. In all cases, the Loan Account will be credited only with the net amounts actually received in payment of their Receivables. The Borrower will not commingle any Items of Payment with any of its other funds or property, but will segregate them from its other assets and will hold them in trust and for the account and as the property of the Agent. At any time (i) after the delivery of a Blocked Account Notice (unless and until the Agent revokes such amount to Blocked Account Notice in writing) or (ii) during the Purchasercontinuation of an Event of Default, the Purchaser Borrower shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to endorse any Items of Payment upon the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) request of the definition Agent. Items of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Payment will be processed in accordance with the Blocked Account Agreements.

Collection of Receivables. Upon At the earlier of the Non-License Transfer or the Closing, each Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers shall, by letter prepared by the Purchaser Accounts Receivable and reasonably satisfactory to each of the remit to Sellers (or their designees) on the “Letter”fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), irrevocably authorizecollections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, instruct and direct that the account parties of all Receivables (such partieswithout recourse to Buyer, the “Seller each Account Parties”) make Receivable and deliver to Sellers, all payments records relating thereto on the same day as it remits to Sellers (or after their designees) the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specifycollections received. If, notwithstanding such Letter, any All payments in respect of the Seller Account Parties remits any such payments on or after Accounts Receivable received during the Closing Date directly or indirectly to any of the Sellers instead of one hundred fifty (150) day period shall be first applied to the Lockbox Accountoldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each reasonable request of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s requestSellers, to assist furnish to Sellers periodic reports on the Purchaser in collecting in full from the Seller Account Parties all status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired Buyer by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent AmountSellers; provided, however, that concurrently Buyer shall have the right to seek indemnification in accordance with the payment terms and conditions of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Agreement.

Collection of Receivables. Upon the Closing, each of the Sellers Seller shall, by letter prepared by the Purchaser Buyer and reasonably satisfactory to each of the Sellers Seller (the “"Letter”"), irrevocably ------ authorize, instruct and direct that the account parties of all Receivables accounts, notes and receivables (including insurance proceeds) constituting Acquired Assets (such parties, the “"Seller Account Parties”") make and deliver all ---------------------- payments relating thereto on or after the Closing Date to such location, bank and account (the “"Lockbox Account”") as the Purchaser Buyer shall specify. If, --------------- notwithstanding such Letter, any of the Seller Account Parties remits any such remit payments on or after the Closing Date directly or indirectly to any of the Sellers Seller, the Subsidiaries or the Owners instead of to the Lockbox Account, each of the Seller and the Owners agrees that it shall promptly (and in any event no later than 15 days five (5) Business Days following receipt) deliver all such payments that it receives (including but not limited to negotiable instruments which shall be duly endorsed by the Seller or such Owner to the Purchaserorder of the Buyer) to the Buyer. Effective upon the Closing, the Seller and each of Owner hereby irrevocably designates, makes, constitutes and appoints the Sellers hereby authorize the Purchaser Buyer (and all Persons persons designated by the PurchaserBuyer) as its true and lawful attorney-in-fact to endorse for do any of the following in the sole discretion of the Buyer: to receive, give receipts for, take, endorse, assign, deliver, deposit, collection or negotiation to the Purchaser’s lenders checks or other demand, collect, xxx on, compound, and give acquittance for any and all information, documents, payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser Buyer via the Lockbox Account or from either the Seller that relate to such Receivables. Each the accounts, notes and receivables (including insurance proceeds) of the Sellers Seller Account Parties constituting Acquired Assets. The Seller and each Owner shall use its commercially reasonable efforts, at the Purchaser’s Buyer's request, to assist the Purchaser Buyer in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. Ifall accounts, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts notes and receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15constituting Acquired Assets.

Collection of Receivables. Upon Promptly following the Closing, each Seller shall deliver to Purchaser a schedule, by customer and invoice, of all open accounts receivable of Seller's Metro-Tel Division as of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each close of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto business on or after the Closing Date and shall provide Purchaser with an update (to reflect collections) monthly thereafter. Purchaser agrees to use its best efforts to assist Seller in collecting such locationaccounts receivable; provided however, bank and account (the “Lockbox Account”) as the that Purchaser shall specifynot be required to engage in litigation or retain any agent to pursue the collection of such receivables and shall not be required to incur any expenses in connection with the collection thereof. If, notwithstanding All payments received on accounts receivable by Purchaser or Seller from such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of customers shall be applied (a) first to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons specific invoice designated by the Purchasercustomer, (b) if not so designated then to an invoice that is in an amount that matches the amount of such payment (in the case of more than one such matches, then to the oldest of such invoices first and, if any portion of an account receivable is disputed by the account debtor, but the balance of the payment matches to an invoice, the payment shall be applied to such invoice), or if neither (a) nor (b) applies, then (c) to endorse for depositthe oldest outstanding invoice. Each party shall, collection on or negotiation prior to Tuesday of each week (commencing on the first Tuesday following the Closing), account to the Purchaser’s lenders checks or other for all payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or it from either Seller that relate to Seller's Metro-Tel Division customers by facsimile and make appropriate payment within five (5) business days after its receipt of such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full accounting from the other party. Seller Account Parties agrees to pay to Purchaser all amounts owed pursuant to such Receivables. If, after Closing, a which Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired may receive from any customers which are identified by the paying customer as payments on Purchaser's receivables. Any amounts received by Seller from such customers shall be remitted to Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15weekly.

Collection of Receivables. Upon ClosingBorrower shall have the right to collect all Receivables, each unless and until a Default or an Event of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver Default has occurred*. Borrower shall hold all payments relating thereto on or after the Closing Date to such locationon, bank and account (the “Lockbox Account”) as the Purchaser proceeds of, Receivables in trust for Silicon, and Borrower shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) immediately deliver all such payments that it receives and proceeds to Silicon in their original form, duly endorsed in blank, to be applied to the PurchaserObligations in such order as Silicon shall determine**. Effective upon the ClosingSilicon may, each in its discretion, require that all proceeds of the Sellers hereby authorize the Purchaser (and all Persons designated Collateral be deposited by the Purchaser) Borrower into a lockbox account, or such other "blocked account" as Silicon may specify, pursuant to endorse for deposit, collection a blocked account agreement in such form as Silicon may specify. *** Silicon or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable effortsdesignee may, at any time, notify Account Debtors that the Purchaser’s requestReceivables have been assigned to Silicon. *AND IS CONTINUING **AND IF AT ANY TIME SILICON IS HOLDING FUNDS IN EXCESS OF THE OBLIGATIONS AND NO EVENT OF DEFAULT OR EVENT WHICH, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such ReceivablesWITH NOTICE OR PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, HAS OCCURRED AND IS CONTINUING, THEN SILICON WILL RELEASE SUCH EXCESS FUNDS TO BORROWER. If***NOTWITHSTANDING THE FOREGOING, after ClosingBORROWER SHALL HAVE THE RIGHT TO MAINTAIN COMMERCIALLY REASONABLE AMOUNTS OF CASH IN FOREIGN CURRENCIES TO SUPPORT ITS FOREIGN OPERATIONS, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”)PROVIDED THE SAME REPRESENT THE PROCEEDS OF FOREIGN RECEIVABLES WHICH ARE PAYABLE IN FOREIGN CURRENCIES, then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; providedAND PROVIDED NO EVENT OF DEFAULT AND NO EVENT WHICH, howeverWITH NOTICE OR PASSAGE OF TIME OR BOTH, that concurrently with the payment of such amount to the PurchaserWOULD CONSTITUTE AN EVENT OF DEFAULT, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15.HAS OCCURRED AND IS CONTINUING

Collection of Receivables. Upon ClosingTo the extent necessary, each WFBC hereby appoints Seller as agent for WFBC for purposes of collection of accounts purchased by WFBC hereunder. As WFBC's agent for the collection of accounts purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC in accordance with Seller's customary practices and in compliance with applicable law. Seller will furnish to WFBC, upon request, any and all papers, documents and records in its possession or control related to accounts purchased by WFBC hereunder, or related to Seller's business relationship with the respective account debtors, and agrees to cooperate fully with WFBC on all matters related to collection of accounts purchased by WFBC hereunder. WFBC reserves the right to terminate such agency at any time or without cause or notice to Seller. Seller authorizes WFBC to forward directly to account debtors statements or invoices on accounts purchased by WFBC hereunder, and to request payment at such address or to such bank account or lock box as may be designated by WFBC. Seller agrees that, if any payment made to Seller on any account purchased by WFBC from Seller hereunder, Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT TO WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment fee in the amount of fifteen percent (15%) of the Sellers shallamount of any payment on account of a purchased Account which has been received by Customer and not delivered in kind to WFBC on the next business day following the date of receipt by Seller. If any goods relating to an account purchased by WFBC hereunder shall be returned to or repossessed by Seller, Seller shall give prompt notice thereof to WFBC and shall hold such goods in trust for WFBC, separate and apart from Seller's own property, and such goods shall be owned solely by letter prepared WFBC and be subject to WFBC's direction and control. Seller shall properly store and protect such goods and agrees to cooperate fully with WFBC in any subsequent disposition thereof for the benefit of WFBC. Seller authorizes WFBC to collect, sue for and give releases for, in the name of Seller or WFBC in WFBX'x sole discretion, all amounts due on accounts sold to WFBC hereunder. Seller specifically authorizes WFBC to endorse, in the name of Seller, all checks, drafts, trade acceptances or other forms of payment tendered by account debtors in payment of accounts sold to WFBC hereunder and made payable to Seller. WFBC shall have no liability to Seller for any mistake in the Purchaser and reasonably satisfactory application of any payment received with respect to each any account; provided WFBC has not acted in bad faith or has not be grossly negligent, it being the specific intent of the Sellers parties hereto that WFBC shall have no liability hereunder for its own negligence. Seller hereby waives notice of nonpayment of any account sold to WFBC hereunder as well as any and all other notices with respect to such accounts, demands or presentations for payment, and agrees that WFBC may extend or renew from time to time the payment of, or vary, reduce the amount payable under or compromise any of the terms of, any account purchased by WFBC, in each case without notice to or the consent of Seller. Seller further authorizes WFBC (or its designee) to open and remove the “Letter”)contents of any post office box of Seller or WFBC (or its designee) which WFBC believes contains mail relating to accounts, and in connection therewith or otherwise, to receive, open and dispose of mail addressed to Seller which WFBC believes may relate to accounts, and in order to further assure receipt by WFBC (or its designee) of mail relating to such accounts, to notify other parties including customers and postal authorities to change the address for delivery of such mail addressed to Seller at such address as WFBC may designate. WFBC agrees to use reasonable measures to preserve the contents of any such mail which does not relate to accounts purchased hereunder and to deliver same to Seller (or, at the election of WFBC, to notify Seller of the address where Seller may take possession of such contents; provided, if Seller does not take possession of such contents within 30 days after notice from WFBC to take possession thereof, WFBC may dispose of such contents without any liability to Seller.) Seller hereby irrevocably authorizeappoints WFBC (and any employee, instruct agent or other person designated by WFBC, any of whom may act without joinder to the others) as Seller's attorneys-in-fact and direct that the account parties of agents, in Seller's name, place, and stead, to take all Receivables (such partiesactions, the “Seller Account Parties”) make execute and deliver all payments relating thereto on notices, negotiate such instruments and other documents, as may be necessary or after the Closing Date advisable to such location, bank permit WFBC (or its designee) to take any and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any all of the actions described in this paragraph or to carry out the purpose and intent thereof, as fully and for all intents and purposes as Seller Account Parties remits any such payments on could itself do, and hereby ratifies and confirms all that said attorneys-in-fact and agents may do or after the Closing Date directly or indirectly cause to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated be done by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15virtue hereof.

Collection of Receivables. Upon ClosingThe Borrowers will cause all moneys, checks, notes, drafts and other payments relating to or constituting proceeds of Receivables, or of any other Collateral, to be collected in accordance with a cash management system, acceptable to Lender in its sole discretion (the "CASH MANAGEMENT SYSTEM"). The Cash Management System shall include a mechanism, acceptable to Lender in its sole discretion, whereby immediately upon each receipt by Lender, on behalf of a Borrower, of a LEC Payment, Borrowers shall provide Lender a good faith written estimate of the Sellers shallamount of such LEC Payment believed in its reasonable judgment to be owed to Wholesale Billing and Collection Customers (the "WHOLESALE PORTION"), by letter prepared by the Purchaser and reasonably satisfactory to each which Wholesale Portion PLUS an additional percentage of the Sellers Wholesale Portion (to be determined in Lender's sole discretion), shall be transferred to an investment account with Lender, held in the name of a Borrower (the “Letter”"INVESTMENT ACCOUNT"). For the twelve (12) months following the Effective Date, irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 thirty (30) days following receiptafter the receipt of each LEC Payment, and at all times thereafter, no later than five (5) deliver all days after the receipt of each LEC Payment, Borrowers shall provide to Lender the back-up data evidencing the exact amount of each such payments LEC Payment which is owed to Wholesale Billing and Collection Customers. In the event such amount is less than that it receives which was transferred to the PurchaserInvestment Account, Lender agrees to transfer the excess for application to the Revolving Loans. Effective upon Borrowers hereby covenant and agree that the Closing, each of only disbursements that will be made from the Sellers hereby authorize the Purchaser Investment Account will be to Wholesale Billing and Collection Customers for sums owed by Borrowers to such entity in accordance with any written billing and collection agreement (and all Persons designated by the Purchaser) to endorse for depositdistribution of any sums shall be deemed a representation and warranty of Borrowers that such disbursement has been made in accordance with this SECTION 7.01); PROVIDED, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable HOWEVER, that if an Event of Default has occurred hereunder, Borrowers hereby covenant and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller agree that relate to such Receivables. Each no disbursements of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full any kind will be made from the Seller Investment Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying without the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time prior written consent of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Lender.

Collection of Receivables. Upon After the Closing, each the Company will ------------------------- deliver to Buyer a schedule of Receivables. Buyer agrees to use commercially reasonable efforts to collect the Receivables for the benefit of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after Company. From the Closing Date to such location, bank and account through the one hundred twenty (120) day period following the Closing (the “Lockbox Account”) as "Collection Period"), Buyer shall collect the Purchaser shall specifycash proceeds from the Receivables (the "Collections"). If, notwithstanding such Letter, Any collections from any account debtor who is an account debtor on any of the Seller Account Parties remits any Receivables shall be credited against the account of such payments on or after account debtor in the Closing Date directly or indirectly order the accounts receivable owing therefrom with respect to any of the Sellers instead of Stations were invoiced, except to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, extent a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed legitimate dispute exists with respect to a Receivable acquired by particular receivable and Buyer promptly notifies the Purchaser pursuant Company of such dispute or to this Agreement the extent that was already 90 days delinquent at the time of the Closing any account debtor designates in writing to which invoice any payment should be applied. Within five (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten 5) days after written requestthe end of each broadcast month during the Collection Period, Buyer shall deliver to the Company (i) pay the Purchaser a statement or report showing all Collections during such broadcast month, (ii) a wire transfer in an amount equal to the Delinquent Amount; providedaggregate amount of the Collections during such broadcast month, howeverand (iii) all records of uncollected Receivables. Within five (5) days after the end of the Collection Period, that concurrently with the payment of such amount Buyer shall deliver to the PurchaserCompany (i) a final statement or report showing all Collections made during the Collection Period, (ii) a wire transfer in an amount equal to any remaining Collections which had not been previously remitted to the Purchaser Company, and (iii) all records of uncollected Receivables, and thereafter Buyer shall (without recourse or warrantyhave no further obligations with respect thereto, except as to matters arising by, through or under it) reassign that Buyer shall promptly remit to the Sellers Company all Collections made or received after the related ReceivableCollection Period. The Purchaser Buyer shall use its commercially reasonable effortsnot agree to any settlement, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject discount or reduction of clause (z) any of the definition Receivables without the prior written consent of Net Working Capital or that are reconveyed to a Seller pursuant to the Company. Buyer's collection obligation under this Section 6.15shall not include any obligation to bring suit or take other legal action for the collection of the Receivables. Buyer shall not assign, pledge or grant a security interest in any of the Receivables to any third party or claim a security interest or right in or to any of the Receivables and Buyer's obligations to make payment to the Company of the Collections shall not be subject to any set-off whatsoever.

Collection of Receivables. Upon Closing, each of 6.3.1 For six months following the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers Effective Date (the last day of such period, January 31, 2007, referred to as the “LetterSettlement Date”), irrevocably authorizeOlympus will use reasonable efforts to collect for its own account all Accounts Receivable sold to Olympus hereunder, instruct and direct that the but shall not be required to use collection agencies or commence litigation. Payments collected by Olympus from an account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed debtor with respect to the Accounts Receivable that are not matched to a Receivable acquired by particular invoice will be applied first to the Purchaser pursuant oldest obligation of the account debtor unless such account debtor specifies or otherwise designates in writing that any one or more of such payments shall be applied in any other manner, in which event payment shall be applied as such account debtor specifies. Carsen agrees that Olympus shall have the right to endorse with the name of Carsen any checks received on account of the Accounts Receivables; to this Agreement that was already 90 days delinquent at end, Carsen agrees to execute any and all necessary documents and to take such other actions as may be reasonably requested by Olympus to effectuate this result (including but not limited to the time assignment of bank lockboxes (if any) and “800” telephone numbers and the delivery of originals or copies of accounts receivable records not otherwise included in the Assets). Prior to the Settlement Date, Olympus will not discount or settle any Account Receivable to the detriment of Carsen without Carsen’s prior written consent, which will not be unreasonably withheld or delayed (any such Carsen-approved discount or settlement hereinafter a “Settled AR”). For each month commencing with August 2006 and continuing through January 2007, Olympus shall deliver to Carsen a detailed monthly aging report of the Closing Accounts Receivable as of the last day of such month (the “Delinquent AmountMonthly AR Report”), then which report shall also include any Settled ARs for such month. Each Monthly AR Report (which shall include among other things a listing of each invoice, payment history, credit notes, etc.) shall be delivered within ten (10) business days following the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) last day of the definition of Net Working Capital or that are reconveyed month to a Seller pursuant to this Section 6.15which such report relates.

Collection of Receivables. Upon ClosingThe Borrowers will cause all moneys, checks, notes, drafts and other payments relating to or constituting proceeds of Receivables, or of any other Collateral, to be collected in accordance with a cash management system, acceptable to Lender in its sole discretion (the "Cash Management System"). The Cash Management System shall include a mechanism, acceptable to Lender in its sole discretion, whereby immediately upon each receipt by Lender, on behalf of a Borrower, of a LEC Payment, Borrowers shall provide Lender a good faith written estimate of the Sellers shallamount of such LEC Payment believed in its reasonable judgment to be owed to Wholesale Billing and Collection Customers (the "Wholesale Portion"), by letter prepared by the Purchaser and reasonably satisfactory to each which Wholesale Portion plus an additional percentage of the Sellers Wholesale Portion (to be determined in Lender's sole discretion), shall be transferred to an investment account with Lender, held in the name of a Borrower (the “Letter”"Investment Account"). For the twelve (12) months following the Effective Date, irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 thirty (30) days following receiptafter the receipt of each LEC Payment, and at all times thereafter, no later than five (5) deliver all days after the receipt of each LEC Payment, Borrowers shall provide to Lender the back-up data evidencing the exact amount of each such payments LEC Payment which is owed to Wholesale Billing and Collection Customers. In the event such amount is less than that it receives which was transferred to the PurchaserInvestment Account, Lender agrees to transfer the excess for application to the Revolving Loans. Effective upon Borrowers hereby covenant and agree that the Closing, each of only disbursements that will be made from the Sellers hereby authorize the Purchaser Investment Account will be to Wholesale Billing and Collection Customers for sums owed by Borrowers to such entity in accordance with any written billing and collection agreement (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable distribution of any sums shall be deemed a representation and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller warranty of Borrowers that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser disbursement has been made in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed accordance with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”Section 7.01), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with if an Event of Default has occurred hereunder, Borrowers hereby covenant and agree that no disbursements of any kind will be made from the payment Investment Account without the prior written consent of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Lender.

Collection of Receivables. Upon After the Closing, each Seller will deliver to Buyer a schedule of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Excluded Receivables (such parties, other than Excluded Receivables that are then more than 120 days old). Buyer agrees to use commercially reasonable efforts to collect the “Seller Account Parties”) make and deliver all payments relating thereto on or after Excluded Receivables for the benefit of Seller. From the Closing Date to such location, bank and account through the one hundred twenty (the “Lockbox Account”120) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days day period following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent AmountCollection Period”), then Buyer shall collect the Sellers cash proceeds from the Excluded Receivables (the “Collections”). Any collections from any account debtor who is an account debtor on any of the Excluded Receivables shall be credited against the account of such account debtor in the order the accounts receivable owing therefrom with respect to any of the Stations were invoiced, except to the extent a legitimate dispute exists with respect to a particular receivable and Buyer promptly notifies Seller of such dispute or to the extent that any account debtor designates in writing to which invoice any payment should be applied. Within five (but in no event later than ten 5) days after written requestthe end of each broadcast month during the Collection Period, Buyer shall deliver to Seller (1) pay the Purchaser a statement or report showing all Collections, together with collections of Buyer’s receivables, during such broadcast month, (ii) a wire transfer in an amount equal to the Delinquent Amount; providedaggregate amount of the Collections during such broadcast month, howeverand (iii) all records of uncollected Excluded Receivables. Within five (5) days after the end of the Collection Period, Buyer shall deliver to Seller (i) a final statement or report showing all Collections, together with collections of Buyer’s receivables, made during the Collection Period, (ii) a wire transfer in an amount equal to any remaining Collections which had not been previously remitted to Seller, and (iii) all records of uncollected Excluded Receivables, and thereafter Buyer shall have no further obligations with respect thereto. In the event that concurrently with the Buyer receives payment of such amount any Excluded Receivable after the Collection Period, Buyer shall remit the same to the PurchaserSeller. Buyer shall not agree to any settlement, the Purchaser shall (without recourse discount or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject reduction of clause (z) any of the definition Excluded Receivables without the prior written consent of Net Working Capital Seller. Buyer shall not assign, pledge or that are reconveyed grant a security interest in any of the Excluded Receivables to any third party or claim a security interest or right in or to any of the Excluded Receivables and Buyer’s obligations to make payment to Seller pursuant of the Collections shall not be subject to this Section 6.15any set-off whatsoever. Seller shall remain liable for and shall pay all commissions it might owe in respect of any Excluded Receivable collected after the Closing Date.

Collection of Receivables. Upon Closing, each of In the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of event the Seller Account Parties remits or Parent receives any such payments on or after the Closing Date directly or indirectly to any monies, drafts, checks and other instruments of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed payment with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time Receivables of the Closing (Business, and such payments are not directly attributable to the “Delinquent Amount”)Seller's or the Parent's lockbox, then the Sellers Seller or Parent shall promptly (but in no event case later than ten 3 business days after written requestreceipt thereof) pay the Purchaser an amount equal remit such amounts to the Delinquent Amount; providedBuyer in the identical form received, however, provided that concurrently with payments applying to both Receivables and other amounts of the payment Seller or Parent and accounts receivable and other amounts of such the Buyer shall be deposited in the Buyer's account and funds in the amount not attributable to the PurchaserReceivables and accounts receivable and other amounts of the Buyer shall be promptly remitted to the Seller. The Buyer shall promptly notify the Seller of any such amounts so received. In the case of payments made to the Seller's or Parent's lockbox, such amounts as are required shall be deposited in the Seller's lockbox until collection thereof , at which time (but in no case later than 5 business days after collection thereof), the Purchaser Seller shall (without recourse or warranty, except as to matters arising by, through or under it) reassign remit to the Sellers Buyer all such amounts as are properly attributable to Receivables, accounts receivable and other amounts of the related ReceivableBuyer. The Purchaser Seller shall use its commercially reasonable effortspromptly notify the Buyer of any such amounts so received. On a monthly basis for the twelve (12) months following the Closing Date and thereafter as needed, at a Seller’s requestthe Buyer, Seller and Parent agree to assist cooperate in reconciling the Sellers in collecting amounts owing under respective accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to receivable and other amounts, ascertaining compliance with this Section 6.154.12, and addressing joint customer issues.

Collection of Receivables. Upon At the Closing, each Seller shall assign the Accounts Receivables to Purchaser for collection purposes only, and, within five (5) Business Days after the Closing Date, Seller shall furnish to Purchaser a list of the Sellers shallAccounts Receivables by accounts and the amounts then owing. Purchaser agrees, for a period of one hundred fifty (150) days following the Closing Date (the "Collection Period"), without any requirement to litigate to collect the Accounts Receivables, to use its reasonable best efforts (with at least the care and diligence Purchaser uses to collect its own accounts receivables) to collect for Seller the Accounts Receivables and to remit to Seller on the fifth day following the last day of each month occurring during the Collection Period (or, if any such day is a Saturday, Sunday or holiday, on the next Business Day), collections received by letter prepared by Purchaser with respect to the Accounts Receivables. With each remittance, Purchaser and reasonably satisfactory to each shall furnish a statement of the Sellers (amounts collected and the “Letter”)Persons from whom such amounts were collected. Purchaser shall not make any referral or compromise of any Accounts Receivables to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Seller. Any Account Receivable not collected by Purchaser within the Collection Period shall revert to Seller. Purchaser shall reassign, irrevocably authorizewithout recourse to Purchaser, instruct and direct that the account parties of all Receivables (such parties, the “Seller each Account Parties”) make Receivable and deliver to Seller, all payments records relating thereto on or after the Closing Date same day as it remits to such locationSeller the collections received. All payments in respect of the Accounts Receivables received during the Collection Period shall be first applied to the oldest balance then due on the Accounts Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Purchaser agrees, bank and account (upon the “Lockbox Account”) as reasonable request of Seller, to furnish to Seller periodic reports on the status of Seller's Accounts Receivables. Purchaser shall specify. If, notwithstanding such Letter, have no right to set-off any of the Seller Account Parties remits amounts collected for Accounts Receivables for any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15.

Collection of Receivables. Upon ClosingTo the extent necessary, each WFBC hereby appoints Seller as agent for WFBC for purposes of collection of accounts purchased by WFBC hereunder. As WFBC’s agent for the collection of accounts purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC in accordance with Seller’s customary practices and in compliance with applicable law. Seller will furnish to WFBC, upon request, any and all papers, documents and records in its possession or control related to accounts purchased by WFBC hereunder, or related to Seller’s business relationship with the respective account debtors, and agrees to cooperate fully with WFBC on all matters related to collection of accounts purchased by WFBC hereunder. WFBC reserves the right to terminate such agency at any time or without cause or notice to Seller. Seller authorizes WFBC to forward directly to account debtors statements or invoices on accounts purchased by WFBC hereunder, and to request payment at such address or to such bank account or lock box as may be designated by WFBC. Seller agrees that, if any payment made to Seller on any account purchased by WFBC from Seller hereunder, Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT TO WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment fee in the amount of fifteen percent (15%) of the Sellers shallamount of any payment on account of a purchased Account which has been received by Customer and not delivered in kind to WFBC on the second business day following the date of receipt by Seller. If any goods relating to an account purchased by WFBC hereunder shall be returned to or repossessed by Seller, Seller shall give prompt notice thereof to WFBC and shall hold such goods in trust for WFBC, separate and apart from Seller’s own property, and such goods shall be owned solely by letter prepared WFBC and be subject to WFBC’s direction and control. Seller shall properly store and protect such goods and agrees to cooperate fully with WFBC in any subsequent disposition thereof for the benefit of WFBC. Seller authorizes WFBC to collect, sxx for and give releases for, in the name of Seller or WFBC in WFBC’s sole discretion, all amounts due on accounts sold to WFBC hereunder. Seller specifically authorizes WFBC to endorse, in the name of Seller, all checks, drafts, trade acceptances or other forms of payment tendered by account debtors in payment of accounts sold to WFBC hereunder and made payable to Seller. WFBC shall have no liability to Seller for any mistake in the Purchaser and reasonably satisfactory application of any payment received with respect to each any account; provided WFBC has not acted in bad faith or has not be grossly negligent, it being the specific intent of the Sellers parties hereto that WFBC shall have no liability hereunder for its own negligence. Seller hereby waives notice of nonpayment of any account sold to WFBC hereunder as well as any and all other notices with respect to such accounts, demands or presentations for payment, and agrees that WFBC may extend or renew from time to time the payment of, or vary, reduce the amount payable under or compromise any of the terms of, any account purchased by WFBC, in each case without notice to or the consent of Seller. Seller further authorizes WFBC (or its designee) to open and remove the “Letter”)contents of any post office box of Seller or WFBC (or its designee) which WFBC believes contains mail relating to accounts, and in connection therewith or otherwise, to receive, open and dispose of mail addressed to Seller which WFBC believes may relate to accounts, and in order to further assure receipt by WFBC (or its designee) of mail relating to such accounts, to notify other parties including customers and postal authorities to change the address for delivery of such mail addressed to Seller at such address as WFBC may designate. WFBC agrees to use reasonable measures to preserve the contents of any such mail which does not relate to accounts purchased hereunder and to deliver same to Seller (or, at the election of WFBC, to notify Seller of the address where Seller may take possession of such contents; provided, if Seller does not take possession of such contents within 30 days after notice from WFBC to take possession thereof, WFBC may dispose of such contents without any liability to Seller.) Seller hereby irrevocably authorizeappoints WFBC (and any employee, instruct agent or other person designated by WFBC, any of whom may act without joinder to the others) as Seller’s attorneys-in-fact and direct that the account parties of agents, in Seller’s name, place, and stead, to take all Receivables (such partiesactions, the “Seller Account Parties”) make execute and deliver all payments relating thereto on notices, negotiate such instruments and other documents, as may be necessary or after the Closing Date advisable to such location, bank permit WFBC (or its designee) to take any and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any all of the actions described in this paragraph or to carry out the purpose and intent thereof, as fully and for all intents and purposes as Seller Account Parties remits any such payments on could itself do, and hereby ratifies and confirms all that said attorneys-in-fact and agents may do or after the Closing Date directly or indirectly cause to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated be done by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15virtue hereof.

Collection of Receivables. Upon From and after the Closing, each Purchaser shall have the right and authority to collect for its own account all Accounts Receivable and other items that are included in the Purchased Assets and to endorse with the name of Seller, as applicable, any checks or drafts received with respect to any such Accounts Receivable or other items and Seller agrees promptly to deliver to Purchaser any cash or other property received directly or indirectly by it with respect to such Account Receivables and other items, including any amounts payable as interest. If any Accounts Receivable included in the Sellers shall, Purchased Assets shall not have been collected by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or within 120 days after the Closing Date to such locationDate, bank and account (the “Lockbox Account”) as the Purchaser shall specifyhave the option so to advise Seller and to assign any or all such Accounts Receivable to Seller without recourse. If, notwithstanding such Letter, any of the Seller Account Parties remits Promptly after any such payments on or after the Closing Date directly or indirectly assignment, Seller shall pay to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment aggregate uncollected amount of such amount assigned Accounts Receivable by wire transfer to an account to be specified by Purchaser. From and after the Closing, Purchaser agrees that if it receives any payments with respect to any Billed Reimbursable Expenses, Purchaser shall promptly, and in any event within fourteen (14) days after receipt thereof by Purchaser, remit such amounts to Seller. From and after the Purchaser Closing, Seller agrees that if it receives any payments with respect to any Unbilled Reimbursable Expenses, Seller shall promptly, and in any case within fourteen (without recourse or warranty14) days after receipt thereof by Seller, except as remit such amounts to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Purchaser.

Collection of Receivables. Upon Closing, each In order to protect the ownership by Purchaser of all Accounts Receivable and to facilitate the receipt by Purchaser of the proceeds of the Accounts Receivable from time to time as requested by Purchaser, Sellers shall, shall send notices to the account debtors on the Accounts Receivables in the form or forms specified by letter prepared by the Purchaser (and reasonably satisfactory acceptable to Sellers’ counsel) directing the account debtors to make payments on such Accounts Receivables to such location or locations as are specified in the notices. Sellers agree to cause each of the Sellers financial institution that maintains any Deposit Account (the hereafter defined) to have its records reflect that only those Persons designated by Purchaser are authorized to make withdrawals or otherwise transfer funds from any depository account maintained by any Seller at any financial institution to which payments (“LetterPayments”) on any Accounts Receivable are credited (“Deposit Account”), whether such Payments are made by check or other instrument payable to any Seller (each a “Check Payment”) that are delivered to a lockbox or Deposit Account or by a funds transfer within the meaning of Article 4A of the Texas Uniform Commercial Code (“Funds Transfer”); and such financial institutions are irrevocably authorizeauthorized to transfer funds from such Deposit Accounts pursuant to the instructions of such designees. Any financial institution receiving any Check Payment through lockbox or otherwise may endorse the Check Payment in the name of the relevant Seller that is the payee in blank or to Purchaser immediately upon receipt and, instruct without crediting such Check Payment to any account of any Seller, deposit such Check Payment in an account maintained by Purchaser. Any financial institution receiving a Funds Transfer may, to the extent not prohibited by law, credit such Funds Transfer to an account maintained by Purchaser rather than to the Deposit Account specified in the payment order related to such Funds Transfer. Sellers agree (a) that so long as any of them holds or is deemed to hold any proceeds of such Accounts Receivable, such proceeds shall be held in trust for Purchaser and direct shall not be commingled with any property of any Seller, (b) to deliver to Purchaser or such other Person as may be specified by Purchaser such proceeds promptly upon demand by Purchaser, and (c) to notify each financial institution that may receive any such proceeds for credit to any Deposit Account that no Seller claims any interest therein and that all such proceeds are the account parties exclusive property of all Receivables (such parties, Purchaser. To the extent any Deposit Account is the “Seller pay to” account designated as such with any payor of any Accounts Receivable, Sellers shall keep each such Deposit Account Parties”open and in existence until the expiration of two hundred seventy (270) make and deliver all payments relating thereto on or days after the Closing Date Effective Time or such earlier date as is approved by Purchaser in writing, and shall take no action to change such location, bank and “pay to” account (the “Lockbox Account”) designation except as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and directed in any event no later than 15 days following receipt) deliver all such payments that it receives to the writing by Purchaser. Effective upon from and after the ClosingEffective Time, each of Purchaser has the right to attempt to collect, at no cost to Sellers hereby authorize the but in Sellers’ names if Purchaser (and deems appropriate, all Persons designated by the Purchaser) to endorse for depositAccounts Receivable, collection or negotiation and, to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the extent necessary to effect collection Sellers appoint Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed as Sellers’ exclusive collection agent with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amountsuch Accounts Receivables.”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15.

Collection of Receivables. Upon Closing, each of If Closing Working Capital is greater than zero and if any Current Receivables are reflected in the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers Final Statement (the “LetterClosing Receivables”), irrevocably authorizethen, instruct and direct that until the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any earlier of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time one year anniversary of the Closing (and the “Delinquent Amount”)date on which all amounts due from the Buyer to BHGE LLC pursuant to Section 2.08 have been paid, then the Sellers Buyer shall, and shall promptly (cause each of its Affiliates to, seek to collect from each applicable third party any Closing Receivables using the same level of efforts that they would apply in the ordinary course of conducting the IST Business. Promptly, but in no event later than ten days five Business Days after written requestthe end of each calendar quarter following the final determination of the Closing Working Capital and during the period described in the immediately preceding sentence, the Buyer shall pay to BHGE LLC an amount, in cash, equal to the portion of the Closing Receivables actually collected by the Buyer or any of its Affiliates during such immediately preceding calendar quarter (net of any out-of-pocket costs and expenses reasonably incurred by the Buyer and its Affiliates in collecting such Closing Receivables and, in any event, no more (in the aggregate with other such payments already made) pay than the Purchaser lesser of (a) the amount of the Closing Receivables or (b) the Closing Working Capital) to an account identified by BHGE LLC in writing (it being understood that, subject to the foregoing limitation, the amount of Closing Receivables paid by the Buyer to BHGE LLC within five Business Days after the end of the first calendar quarter following the final determination of the Closing Working Capital shall be equal to the amount of the Closing Receivables collected during such calendar quarter and the amount of the Closing Receivables collected between the Closing Date and the first day of such calendar quarter). If, as of the one year anniversary of the Closing, the Buyer has not yet paid to BHGE LLC Closing Receivables pursuant to this Section 2.11 in an amount equal to the Delinquent Amount; providedlesser of (i) the aggregate amount of the Closing Receivables or (ii) the Closing Working Capital, however, that concurrently with then the payment Parties will consult in good faith regarding their preferred approach to settlement of such the amount equal to the Purchaser, lesser of (A) the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) aggregate amount of the definition Closing Receivables or (B) the Closing Working Capital, as applicable, minus the amount of Net Working Capital Closing Receivables paid on or that are reconveyed to a Seller pursuant to this Section 6.15before such one year anniversary.

Collection of Receivables. Upon Closing, each of the The Sellers shall, by letter prepared by the Purchaser jointly and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct severally guarantee that the account parties Closing Accounts Receivable will be fully paid to the Buyer in accordance with their terms at their recorded amounts not later than 120 days after the Closing Date, except that up to $25,000 in the aggregate of all Receivables such Closing Accounts Receivable will be fully paid to the Buyer at their recorded amounts not later than 180 days (such parties, rather than 120 days) after the “Seller Account Parties”) make and deliver all payments relating thereto on or Closing Date. From the Closing until 120 days after the Closing Date to such location, bank (and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or until 180 days after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a the $25,000 of Closing Accounts Receivable acquired by whose payment is guaranteed within 180 days after the Purchaser Closing Date pursuant to the first sentence of this Agreement that was already 90 days delinquent at Section), the time of Buyer will apply its standard accounts receivable collection procedures to the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent AmountAccounts Receivable; provided, however, that concurrently the Buyer will not be required to institute suit, utilize third-party collection agencies or take other extraordinary collection actions with the payment of such amount respect to the PurchaserClosing Accounts Receivable; and, provided further, that any failure of any collection activities of the Buyer or any such collection agency or other agent will not relieve the Sellers and the Shareholders from their guarantee of the Closing Accounts Receivable as described in the first sentence of this Section. In order to determine whether a Closing Account Receivable has been collected for purposes of the first sentence of this Section, the Purchaser following shall apply: (without recourse a) if the customer, at the time of payment or warrantythereafter, except as specifies that a particular payment made by such customer applies to matters arising bya Closing Account Receivable or to an account receivable generated by the Buyer after the Closing Date (a "Customer Specification"), through or under itsuch Customer Specification shall control; and (b) reassign if no Customer Specification is made, payments received from a customer after the Closing Date shall be applied first to the Sellers the related Receivableoldest account receivable from such customer. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist Upon payment in full from the Sellers in collecting amounts owing under accounts receivables that are and the subject Shareholders to the Buyer of clause (z) any Closing Account Receivable guaranteed pursuant to the first sentence of this Section, such Closing Account Receivable shall, without further action of any part, become the property of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Sellers.

Collection of Receivables. Upon ClosingOn the Closing Date, each URI shall deposit ------------------------- $10,000,000 (the "Receivables Escrow Amount") with the Escrow Agent pursuant to an escrow agreement substantially in the form of Exhibit E-2 hereto (the ----------- "Receivables Escrow Agreement"). The Sellers represent and warrant that all of the Sellers shall, by letter prepared by accounts receivable (including earned but not yet billed receivables) of ARI and the Purchaser and reasonably satisfactory to each Subsidiary existing as of the Sellers Closing Date (the “Letter”)"Receivables") have arisen from bona fide transactions in the ordinary course of business consistent with past practice, irrevocably authorizeare good and valid, instruct and direct that will be collectable by ARI, URI Sub and URI at the account parties of all Receivables (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or aggregate recorded amounts thereof not later than 120 days after the Closing Date Date. URI shall instruct the Escrow Agent to such locationpay to the Representative, bank and account (the “Lockbox Account”) as the Purchaser shall specify. Ifon a weekly basis, notwithstanding such Letter, any out of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser Receivables Escrow Amount an amount equal to the Delinquent Amount; providedamount of Receivables collected by ARI and the Subsidiary between the Closing Date and the date that is 120 days following the Closing Date and, howeverto the extent the Receivables Escrow Amount is insufficient to cover such payments, that concurrently with URI shall cause ARI and/or the payment Subsidiary to pay the Representative the amount of such amount shortfall upon completion of such 120 day period. On the 120th day following the Closing Date, URI shall provide to the Purchaser, Representative a reconciliation of the Purchaser shall (without recourse or warranty, except outstanding uncollected Receivables as of such date. The parties will agree to matters arising by, through or under it) reassign such reconciliation and to the Sellers extent any Receivables existing on the related ReceivableClosing Date remain outstanding following such 120 day period, URI shall be entitled to be paid, and the parties hereto shall give instructions to the Escrow Agent to pay, out of the Receivables Escrow Amount an amount (on a dollar-for-dollar basis) equal to the Receivables remaining unpaid at such time (provided that no additional payment is due to URI from ARI or Subsidiary if the Receivables remaining unpaid at such time shall exceed the remaining Receivables Escrow Amount). The Purchaser Upon receipt of such payment in respect of unpaid Receivables, URI shall assign such unpaid Receivables to the Representative. For a period of 120 days following the Closing Date, URI and URI Sub shall cause ARI and the Subsidiary to take all reasonable commercial action, consistent with past practice, to collect the Receivables and, upon any assignment to the Representative of any uncollected Receivables pursuant to the preceding sentence, URI and URI Sub shall cause ARI and the Subsidiary to continue to use its commercially reasonable commercial efforts, at the Representative's cost and expense (including a Seller’s requestreasonable allocation of the cost of ARI and Subsidiary personnel), to assist collect the Sellers Receivables on behalf of the Representative for a period to end not later than the first anniversary of the Closing Date. Unless otherwise specified by the customer (in collecting amounts owing under accounts any remittance or otherwise) (i) collected Receivables will be applied against invoices on a "FIFO" basis and (ii) remittances from a customer received by ARI in respect of receivables that are arose after the subject Closing Date shall be first applied against the Receivables of clause (z) such customer, if any. All interest and dividends earned on the Receivables Escrow Amount during the term of the definition of Net Working Capital or that are reconveyed escrow shall be paid to a Seller the party entitled, pursuant to this Section 6.15the provisions hereof, to such Receivables Escrow Amount on a pro rata basis in relation to such entitlement.

Collection of Receivables. Upon Closing(a) As of the Effective Date, Sellers shall have transferred to Victxx xxx exclusive ownership and control of the Lockbox Accounts, and Sellers hereby agree to take any further action reasonably necessary or that Victxx, XXI or the Trustee may reasonably request to effect or maintain the effectiveness of any such transfer. From and after the Effective Date, Sellers shall have no further right, title and/or interest in or control over any of the Lockbox Accounts. Unless instructed otherwise by the Trustee pursuant to its authority under the RPA, each Lockbox Bank shall be instructed to remit, on a daily basis, via overnight or same day transfer, all amounts deposited in its Lockbox Accounts to the Collection Account in accordance with the terms of a Lockbox Agreement substantially in the form of Exhibit 8.01 to the RPA. The Servicer shall advise Victxx xxxly of the amount of Collections received or to be received into the Collection Account on such day with respect to the Receivables and Victxx xxxll determine the amounts of such Collections which, pursuant to the terms of the RPA, may be used by Victxx xx purchase new Receivables hereunder. If Sellers shallor any of their agents or representatives shall at any time receive any cash, checks or other instruments which constitute Collections, such recipient shall segregate such payment and hold such payment in trust for and in a manner acceptable to Victxx xxx shall promptly after any such identification of payments aggregating at least $1,000.00 remit all such cash, checks and instruments, duly endorsed without recourse or with duly executed instruments of transfer without recourse, to a Lockbox Account or to the Collection Account. Victxx xxx notify any or all of the Obligors of the ownership of the Acquired Assets by letter prepared by Victxx xxx may direct any or all of the Purchaser Obligors of Receivables included in the Acquired Assets to pay all amounts payable under any such Receivables directly to Victxx xx its designee (i) at any time, with contemporaneous notice to Sellers, after the occurrence and reasonably satisfactory during the continuance of a Liquidation Event or (ii) otherwise, -23- 218 at any time following five (5) Business Days advance notice to Sellers. At Victor's request and at Sellers' expense, Sellers shall give notice of Victor's ownership of the Acquired Assets to each of the Sellers (the “Letter”), irrevocably authorize, instruct Obligor thereunder and direct that payments be made directly to Victxx xx its designee and assemble all Records of Sellers, and make the account parties of all Receivables same available to Victxx xx a place selected by Victxx xx its successors and assigns (such partiesincluding TRI, the “Trustee and the Investors). Each Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date hereby authorizes Victxx, xxd gives Victxx xxx irrevocable power of attorney, which authorization shall be coupled with an interest, to such location, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, take any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by reasonable steps in such Seller's name and on behalf of such Seller, which steps are reasonably necessary or desirable, in the Purchaser) to endorse for depositreasonable determination of Victxx, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties xx collect all amounts owed pursuant to due under the Acquired Assets, including, without limitation, endorsing such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of Seller's name on checks and other instruments representing Collections and enforcing such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers Receivables and the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15Contracts.

Collection of Receivables. Upon Closing, each of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers ------------------------- Buyer (the “"Letter”"), irrevocably authorize, instruct and direct that the ------ account parties of all Receivables accounts, notes and receivables (including insurance proceeds except as provided in Section 1.1(b)(xi)) constituting Acquired Assets (such parties, the “Seller "Sellers Account Parties”") shall make and deliver all ----------------------- payments relating thereto on or after the Closing Date to such location, bank and account (the “"Lockbox Account”") as the Purchaser Buyer shall specify. The Letter shall --------------- cover all such matters as Buyer shall reasonably determine. If, notwithstanding such Letter, any of the Seller Sellers Account Parties remits any such remit payments on or after the Closing Date directly or indirectly to any of the Sellers or their Affiliates instead of to the Lockbox Account, each Seller agrees Sellers agree that it they shall promptly (and in any event no later than 15 days two Business Days following receipt) deliver all such payments that it receives (including but not limited to negotiable instruments which shall be duly endorsed by such Sellers to the Purchaserorder of Buyer) to Buyer. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser irrevocably designate, make, constitute and appoint Buyer (and all Persons persons designated by Buyer) as their true and lawful attorney-in-fact to do any of the Purchaser) following in the sole discretion of Buyer: to endorse for receive, give receipts for, take, endorse, assign, deliver, deposit, collection or negotiation to the Purchaser’s lenders checks or other demand, collect, xxx on, compound, and give acquittance for any and all information, documents, payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser Buyer via the Lockbox Account or from either Seller Sellers that relate to such Receivables. Each the accounts, notes and receivables (including insurance proceeds) of the Sellers Account Parties constituting Acquired Assets. Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, their best efforts to assist the Purchaser Buyer in collecting in full from the Seller Sellers Account Parties all amounts owed pursuant to such Receivables. Ifall accounts, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts notes and receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15constituting Acquired Assets.

Collection of Receivables. Upon Closing, each of For the Sellers shall, by letter prepared by one hundred eighty (180) day period after the Purchaser and reasonably satisfactory to each of the Sellers (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such partiesClosing Date, the “Seller Account Parties”respective Purchasers and Acquired Companies will collect the Receivables in accordance with reasonably prudent business practices (but without resort to actual or threatened litigation or the use of collection agencies or similar efforts). One hundred eighty (180) make and deliver all payments relating thereto on or days after the Closing Date (such date referred to as the "Repurchase Date"), Silgan shall present to the Selling Parties a list of the unpaid Receivables at the end of such location, bank and account one hundred eighty (180) day period (the “Lockbox Account”) as "Uncollected Receivables"). Promptly after receipt and verification of such list, Silgan shall inform the Purchaser shall specify. IfSelling Parties which Uncollected Receivables Silgan, notwithstanding such Letterin its sole discretion, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly elects to any of the Sellers instead of transfer to the Lockbox Account, each Seller agrees that it shall promptly Selling Parties (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all or one or more Persons as designated by the Purchaser) to endorse for deposit, collection Selling Parties (their "Designees")). The respective Purchaser or negotiation Acquired Company shall transfer to the Purchaser’s lenders checks Selling Parties (or other payments forms their Designees) such Uncollected Receivables and all remaining records pertaining thereto. Any such Uncollected Receivables not transferred to the Selling Parties (including negotiable and non-negotiable instrumentsor their Designees) and proceeds received shall be deemed retained by the respective Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed Acquired Company and Silgan will have no claims with respect to a Receivable acquired such Uncollected Receivables against any Selling Party to the extent not collected (the "Retained Receivables"). The Selling Parties (or their Designees) shall thereafter be entitled to collect the Uncollected Receivables to the extent transferred to the Selling Parties (or their Designees) for their own account. The respective Purchaser or Acquired Company shall promptly pay to the Selling Parties the amount, if any, by which the amount of the Uncollected Receivables transferred to the Selling Parties (or their Designees) is less than the difference between the aggregate reserve for the Receivables on the Closing Statement less the reserve relating to the Retained Receivables. The Selling Parties (or their Designees) shall promptly pay to the respective Purchaser pursuant or Acquired Company the amount, if any, by which the amount of the Uncollected Receivables transferred to the Selling Parties (or their Designees) exceeds the difference between the aggregate reserve for the Receivables on the Closing Statement less the reserve relating to the Retained Receivables. The Party making any payment under this Agreement that was already 90 days delinquent at Section 6.22 shall make it in Euros and the time amount of all such Uncollected Receivables shall be calculated by using the Exchange Rate as of the Closing Date. Each Party shall apply each payment for an Uncollected Receivable received by such Party to the reduction of the applicable customer's outstanding balance by first applying such payment to the oldest invoice (unless such payment specifically identifies the “Delinquent Amount”invoice being paid, in which case such payment shall be applied to such specific invoice, and provided that payments shall not be applied against an invoice that is the specific subject of a bona fide dispute by the customer until such dispute is resolved). For example, if the amount of the Uncollected Receivables is (euro)100,000, the aggregate reserve for the Receivables on the Closing Statement is (euro)50,000, the receivable for a certain customer that the applicable Purchaser or Acquired Company has not transferred to the applicable Selling Party (or its Designee) is (euro)20,000, and the reserve for the receivables on the Closing Statement relating to such customer is (euro)20,000, then the Sellers applicable Purchaser or Acquired Company shall transfer (euro)80,000 in Uncollected Receivables to the applicable Selling Party or its Designees and the Selling Parties shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the respective Purchaser shall or Acquired Company (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15euro)50,000.

Collection of Receivables. Upon the Closing, each of the Sellers Seller shall, by letter prepared by the Purchaser Buyer and reasonably satisfactory to each of the Sellers Seller (the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables accounts, notes and receivables (including insurance proceeds) constituting Acquired Assets (such parties, the “Seller Account Parties”) make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (the “Lockbox Account”) as the Purchaser Buyer shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such remit payments on or after the Closing Date directly or indirectly to any of the Sellers Seller, the Subsidiaries or the Owners instead of to the Lockbox Account, each of the Seller and the Owners agrees that it shall promptly (and in any event no later than 15 days five (5) Business Days following receipt) deliver all such payments that it receives (including but not limited to negotiable instruments which shall be duly endorsed by the Seller or such Owner to the Purchaserorder of the Buyer) to the Buyer. Effective upon the Closing, the Seller and each of Owner hereby irrevocably designates, makes, constitutes and appoints the Sellers hereby authorize the Purchaser Buyer (and all Persons persons designated by the PurchaserBuyer) as its true and lawful attorney-in-fact to endorse for do any of the following in the sole discretion of the Buyer: to receive, give receipts for, take, endorse, assign, deliver, deposit, collection or negotiation to the Purchaser’s lenders checks or other demand, collect, xxx on, compound, and give acquittance for any and all information, documents, payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser Buyer via the Lockbox Account or from either the Seller that relate to such Receivables. Each the accounts, notes and receivables (including insurance proceeds) of the Sellers Seller Account Parties constituting Acquired Assets. The Seller and each Owner shall use its commercially reasonable efforts, at the PurchaserBuyer’s request, to assist the Purchaser Buyer in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. Ifall accounts, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts notes and receivables that are the subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15constituting Acquired Assets.

Collection of Receivables. Upon (a) From and after the Closing, each the Buyer Parties shall, and shall cause ATPG to, undertake the collection of (i) all the Accounts Receivable and (ii) all accounts receivable of ATPG as of the Sellers shallClosing Date, by letter prepared respectively (collectively, the "QUALIFIED ACCOUNTS RECEIVABLE"), with the same diligence as is customarily employed by the Purchaser Buyer and reasonably satisfactory to each its operating subsidiaries in connection with the collection of accounts receivable. At the Closing, Seller will provide Buyer Parties with a schedule containing the names and addresses of customers from whom Qualified Accounts Receivable are outstanding as of the Closing Date, along with the amounts outstanding and aging of such Qualified Accounts Receivable. The Buyer Parties will provide the Sellers on a monthly basis with access to a reconciled schedule of cash receipts listing all cash receipts from customers with respect to Qualified Accounts Receivable as reasonably requested. Buyer shall not, and shall cause ATPG not to, compromise, settle or adjust the amount of any of the Qualified Accounts Receivable without the prior written consent of the Sellers, which consent shall not be withheld unreasonably. To the extent that Buyer or ATPG has not collected the full amount of the Qualified Accounts Receivable reflected on the Closing Statement of Net Assets (less the “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables reserve for doubtful amounts set forth thereon) (such parties, amount of such Qualified Accounts Receivable less such reserve for doubtful amounts being referred to as the “Seller Account Parties”"Full Amount") make and deliver all payments relating thereto on or within one hundred eighty (180) days after the Closing Date Date, Sellers jointly and severally, agree to pay to Buyer thereupon the amount of such locationdeficiency and, bank and account (the “Lockbox Account”) as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for deposit, collection or negotiation to the Purchaser’s lenders checks or other payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Purchaser via the Lockbox Account or from either Seller that relate to such Receivables. Each of the Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in collecting in full from the Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Purchaser amounts owed with respect to a Receivable acquired by the Purchaser pursuant to this Agreement that was already 90 days delinquent at the time of the Closing (the “Delinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment by Sellers thereof, Buyer shall, and shall cause ATPG to, reassign to Sellers all Qualified Accounts Receivable included in the Closing Statement of Net Assets which then remain outstanding and at that time, Sellers have the right to undertake themselves or through third parties the collection of such Qualified Accounts Receivable, provided all such collection efforts shall be conducted in the manner customarily employed by the Sellers and consistent with Sellers' past practice in connection with the collection of accounts receivable. To the extent that Buyer or ATPG collects more than the Full Amount, Buyer shall pay to Sellers from time to time the amount of such excess promptly upon receipt thereof. In the event that Buyer or ATPG shall receive any remittance on behalf of any account debtor with respect to any Qualified Account Receivable after such Qualified Account Receivable has been reassigned to Sellers, Buyer or ATPG, as applicable, shall endorse such remittance to the Purchaserorder of Sellers and forward same to Sellers promptly upon receipt thereof. In the event that Sellers shall receive any remittance on behalf of any account debtor with respect to any Qualified Account Receivable which has not been reassigned to Sellers, the Purchaser Sellers shall (without recourse or warranty, except as to matters arising by, through or under it) reassign endorse such remittance to the Sellers order of Buyer and forward same to Buyer promptly upon receipt thereof along with any advice regarding the related Receivable. The Purchaser shall use its commercially reasonable efforts, at a Seller’s request, to assist the Sellers in collecting amounts owing under accounts receivables that are the subject application of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 6.15such payment.