Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The Seller At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to Buyer, ATS on or promptly as soon as practicable after the Closing DateDate a complete and detailed statement showing the name, a statement amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts ReceivableReceivable relating to the Diablo Business will be for the account of Diablo. Buyer ATS shall use commercially its reasonable business efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during with respect to the Diablo Business for a period beginning on of one hundred eighty (180) days after the Closing Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments Any payment received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month ATS during the Collection Period (andfrom any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, if unless the Collection Period ends on a day other than customer contests in writing the last day validity of a calendar month, within twenty (20) days after expiration of such application. During the Collection Period), Buyer ATS shall furnish Seller Diablo with a list (the “Aging Report”) of, and pay over to show Diablo, the amounts received by Buyer collected with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be deposited (without offset) by Buyer obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the Seller Account performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”"Retained Accounts Receivable"), unless provided the customer disputes such Retained Accounts Receivable are set forth in writinga written notice delivered to ATS by Diablo on or prior to the Closing Date. If Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period a dispute arises with regard to an account included among the Period, all Retained Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeas Diablo in its sole discretion may determine.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of either of the Station Stations that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The Seller As soon as practicable after the Closing Date or any Radio Group Closing Date, as the case may be, Sellers shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date or Radio Group Closing Date, as applicable, and ending on the 180th last day thereafter of the sixth full calendar month beginning after the Closing Date or Radio Group Closing Date, as applicable (the “Collection Period”"COLLECTION PERIOD"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Sellers' agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStations' credit, andsales and other appropriate personnel in accordance with customary practices, even if which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings on Sellers' behalf to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable to or grant credit without Sellers' written consent, and Buyer shall not pledge, secure or otherwise encumber such Accounts Receivable or the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptproceeds therefrom. On or before the twentieth (20th) twelfth business day after the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) remit to show the amounts Sellers collections received by Buyer with respect to the Accounts Receivable, together with a report of all amounts collected with respect to the Accounts Receivable during during, as the preceding calendar case may be, the period from any Closing or the beginning of such month (or, if through the Collection Period ends on a day other than the last day end of a calendar such month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received less any sales commissions or collection costs paid by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated respective periods with respect to any those Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. After the Closing, Buyer shall in good faith use commercially reasonable efforts (awhich, in any event, shall not be less than the efforts used in the ordinary course of business previously by Seller) The to collect the accounts receivable of Seller included in the Final Working Capital (the “Outstanding Receivables”); and Buyer shall deliver perform and discharge its obligations under each written agreement that it has with each account debtor represented by an Outstanding Receivable in accordance with the terms of each such agreement. Without limiting the foregoing, Buyer shall not be deemed to Buyerbe in good faith using commercially reasonable efforts to collect the Outstanding Receivables if it shall forgive, on discharge or promptly compromise, in whole or in part, any Outstanding Receivable and the purpose for such forgiveness, discharge or compromise was not to resolve a bona fide customer dispute solely resulting from any act or omission by Seller prior to Closing; provided, that if Buyer desires to forgive, discharge or compromise, in whole or in part, an Outstanding Receivable, and pursuant to this Section 9.9 such forgiveness, discharge or compromise would not constitute the good faith use of commercially reasonable efforts to collect the Outstanding Receivables, Buyer may nonetheless effect such forgiveness, discharge or compromise so long as it provides Seller with prior written notice of such forgiveness, discharge or compromise, which written notice shall include a written agreement by Buyer that the amount so forgiven, discharged or compromised shall be considered an amount collected by Buyer for purposes hereof. Following each of the date that is forty-five (45) days after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts date that is ninety (without receipt of any additional consideration from 90) days after the SellerClosing Date, the date that is one hundred thirty-five (135) to collect days after the Accounts Receivable during Closing Date, the period beginning on date that is one hundred eighty (180) days after the Closing Date and ending on the 180th day thereafter date that is two hundred and twenty-five (225) days after the “Collection Period”Closing Date, Buyer shall prepare and provide Seller with an accounting of the collection status of all of the Outstanding Receivables. If the amounts collected by the Buyer in respect of the Outstanding Receivables through the date that is two hundred and twenty-five (225) days after the Closing Date are less than the value reported for those Outstanding Receivables in Final Working Capital (net of any reserve thereof), in then (x) Parent or Seller shall pay Buyer the same manner that Buyer uses difference between the amounts so collected and the value of such Outstanding Receivables so reported, and (y) any Outstanding Receivable for which any such payment is made to collect its own accounts receivable; provided, that Buyer shall be not commence transferred to Seller. If following the 225th day after the Closing Date but on or prior to the first anniversary of Closing, Buyer collects any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect Outstanding Receivable that remained uncollected on the Accounts Receivable without obtaining 225th day after the written authorization of the Seller, and, even if the Seller provides such written authorizationClosing, Buyer shall have no obligation forward such amount to commence any such ActionSeller promptly. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the All amounts received by Buyer with respect to Seller or Parent after the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated Closing with respect to any Accounts ReceivableOutstanding Receivable that has not been transferred to Seller pursuant to this Section 9.9, shall be deposited forwarded by Seller or Parent, as the case may be, to Buyer within five (without offset5) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder days of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timereceipt thereof.

Accounts Receivable. (a) The Seller shall deliver Unless otherwise prohibited by law, to Buyerassure ------------------- that Practice receives the entire amount of professional fees for its services and to assist Practice in maintaining reasonable cash flow for the payment of Office Expense, on or promptly after Business Manager may purchase, with recourse to Practice for the Closing Date, a statement amount of the Accounts Receivable. Buyer shall use commercially reasonable efforts purchase (without receipt up to the amount of any additional consideration from Adjusted Gross Revenue for such month), the Seller) to collect the Accounts Receivable accounts receivable of Practice arising during the period beginning on the Closing Date and ending on the 180th day thereafter previous month (the “Collection Period”)"Purchased Receivables") (i) in an amount equal to the difference, if any, between (A) the sum of the Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and the Monthly Practice Expense, by transferring such amount into the Depository Account, and (ii) in an amount equal to the difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the same manner that Buyer uses Management Fee. The consideration paid to collect its own accounts receivable; provided, that Buyer Business Manager for the purchase shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable an amount equal to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into Principal Services Revenue and Dispensary Business an account designated by amount equal to the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer Adjusted Gross Revenue with respect to the Accounts Receivable during Purchased Receivables (according to GAAP on an accrual basis net of Adjustments). Although it is the preceding calendar month (orintention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, if in the Collection Period ends on event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a day other than security interest in the last day Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of a calendar month, the month Purchased Receivables to Business Manager. All collections in which respect to the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment Purchased Receivables by Business Manager shall be received by Buyer during Business Manager as the Collection Period from agent of Practice and shall be endorsed to Business Manager and deposited in a customer bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Station that was or is also a customer of the Seller and that is obligated with respect Purchased Receivables, Practice shall direct such payments to any Accounts Receivable, shall be deposited (without offset) Business Manager for deposit in bank accounts designated by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeBusiness Manager.

Accounts Receivable. (a) The Except as provided in Exhibit 2.15 hereto, the accounts receivable of Seller shall deliver as of the date hereof are, and the accounts receivable of Seller on the Closing Date will be, properly accrued on the books of Seller, valid obligations of the respective makers thereof and not subject to any valid offset or counterclaims, freely assignable by Seller to Buyer, and fully collectible in the ordinary course of business. Seller guarantees that neither CIT nor any other factoring company will have a lien on said accounts receivable or promptly any of the other Assets after the Closing Date. Any liens on accounts receivable currently held by factoring companies must be paid in full, a statement satisfied and released on or before the Closing Date. With respect to accounts receivable reflected on the Closing Balance Sheet (the "Accounts Receivable"), the Seller guarantees the collectibility of the Accounts Receivable in full. The Buyer agrees to use efforts consistent with the Seller's past custom and practice to cause the Buyer to collect all Accounts Receivable, but shall not be obligated to resort to litigation. Any sums payable by account debtors on account of any accounts receivable of such account debtors shall be credited to the earliest invoices of the Seller to such account debtors, unless specifically directed otherwise by the account debtor. Subject to the foregoing, to the extent any Accounts Receivable are unpaid for a period of 90 days after the Closing, the Buyer shall send written notice to the Seller indicating the specific account debtors, the amount of the unpaid invoices representing Accounts Receivable to each such account debtor and the total of all such unpaid Accounts Receivable. The Seller shall pay the Buyer shall use commercially reasonable efforts (without the amount of all such unpaid Accounts Receivable minus any remaining reserve for bad debts included in the Closing Balance Sheet within 30 days of the receipt of any additional consideration from notice pursuant to this Section 2.15 on the condition that the Buyer shall simultaneously assign such unpaid Accounts Receivable (the "Assigned Receivables") to the Seller) . Such assignment shall include the right to xxx as an assignee of the Buyer. In the event that after such assignment the Buyer receives any payment on the Assigned Receivables, the Buyer shall promptly remit such amount to the Seller. Thereafter, the Seller, as owner of the Assigned Receivables, may take any action the Seller deems necessary to collect the Accounts Receivable during the period beginning on the Closing Date Assigned Receivables and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer any collections shall be not commence the property of the Seller. The Buyer agrees to cooperate with the Seller in any Action action the Seller wishes to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of Assigned Receivables consistent with the Seller, and, even if 's past custom and practice. In the Seller provides such written authorization, event the Buyer shall have no obligation does not want to commence assign any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check orbecause it does not want the Seller to initiate collection action thereon, at Buyer’s election, deposit the Seller shall be relieved of any liability under this Section 2.15 with respect to such payments by wire transfer of immediately available funds (without offset) into an account designated Accounts Receivable. In the event any Accounts Receivable are subject to a valid dispute by the account debtor and the Buyer wishes to grant a discount on any said Accounts Receivable, the Buyer shall send written notice or notices to the Seller (indicating the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On specific account debtors and the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration amount of the Collection Period), dispute or discount. The Buyer shall furnish consult with the Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the resolution of any dispute and/or the amount of any discount and shall not settle any such dispute or grant any discount without the consent of the Seller, which consent shall not be unreasonably withheld. Where consent is given to the settlement of any dispute and/or the granting of any discount, the Seller shall pay the Buyer the difference between the original amount of the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment actually received by the Buyer during after settlement or discount, with payment to be made within 30 days after the Collection Period from a customer settlement or granting of the Station that was or discount. Where consent is also a customer of withheld by the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectivelySeller, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among Buyer may either assign the Accounts Receivable, Buyer shall promptly advise or settle the dispute or grant the discount at its own expense and the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise relieved of any liability under this Section 2.15 with respect to such Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (ai) The Promptly following the Closing, Seller shall deliver provide an updated Schedule 9(cc) setting forth a detailed list of all of the outstanding Accounts Receivable as of the Closing Date, which list shall include the aging of such Accounts Receivable. Seller shall retain its right, title and interest in and to Buyerall unpaid Accounts Receivable which relate to the period prior to the Closing Date. Purchaser shall do nothing to interfere with any and all rights that Seller or any of its agents or affiliates may have in or with respect to the Accounts Receivable, including but not limited to the right to collect the same and to enforce any and all of their rights with respect to the Accounts Receivables. If Purchaser receives any proceeds with respect to the Seller’s Accounts Receivable, Purchaser will hold such proceeds in trust for Seller and shall promptly turn over those proceeds to Seller without demand, offset or deduction of any kind. All amounts received by Purchaser from parties with respect to whom there is an Account Receivable shall be applied in the manner specified by the payor. If there is no specification by the payor with respect to the application of such amounts, such amounts shall be applied as follows: (i) if the payment is made on or promptly before the date that is thirty (30) days after the Closing Date, a statement the payment shall first be applied to the oldest indebtedness of the Accounts Receivable. Buyer shall use commercially reasonable efforts payor; (without receipt of any additional consideration from ii) if the Sellerpayment is made after the date that is thirty (30) to collect the Accounts Receivable during the period beginning on days after the Closing Date and ending on or before the 180th day thereafter date that is ninety (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2090) days after expiration the Closing Date, such payment shall be applied first toward current amounts due, and if such payment exceeds any current amounts due, then such excess shall be applied to any past due amounts of the Collection Period)payor, Buyer shall furnish Seller beginning with a list the oldest indebtedness; and (the “Aging Report”iii) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than payment is made after the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and date that is obligated with respect to any Accounts Receivableninety (90) days after the Closing Date, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable payment shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimePurchaser.

Accounts Receivable. (a) The Seller shall deliver Buyer acknowledges that all accounts receivable ------------------- arising prior to Buyerthe Closing Date in connection with the operation of the Stations, on or promptly after including but not limited to accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date and other broadcast revenues for services performed prior to the Closing Date, a statement shall remain the property of Seller (the "Seller Accounts Receivable. ") and that Buyer shall use commercially reasonable efforts not acquire any beneficial right or interest therein or responsibility therefor. For a period of one hundred eighty (without receipt of any additional consideration 180) days from the Seller) Closing Date ("Collection Period"), Buyer agrees to collect the Seller Accounts Receivable for the Stations in the normal and ordinary course of Buyer's business and will apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Buyer may be applied to Buyer's account if expressly directed by the debtor if there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Buyer shall notify the Seller of such dispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. Except as set forth in the previous sentence, during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in neither Seller nor its agents shall make any direct solicitation of any such account debtor for collection purposes or institute litigation for the same manner that Buyer uses collection of amounts due. Buyer's obligation and authority shall not extend to collect its own accounts receivable; providedthe institution of litigation, that Buyer shall be not commence any Action to effect employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection. After the Collection Period, Buyer agrees to reasonably cooperate with Seller, at Seller's expense (including reimbursement of actual expenses reasonably incurred by Buyer in connection with such cooperation), as to any litigation or pay any expenses to third parties other collection efforts instituted by Seller to collect any delinquent Seller Accounts Receivable. Any amounts relating to the Seller Accounts Receivable without obtaining that are paid directly to the written authorization of Seller shall be retained by the Seller, and, even if the but Seller provides such written authorization, shall provide Buyer shall have no obligation to commence with notice of any such Actionpayment. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within Within twenty (20) days after expiration the end of each month end during the Collection Period), Buyer shall furnish make a payment to Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect equal to the amount of all collections of Seller Accounts Receivable during the preceding calendar month month, less any commissions then owing and paid (orbut not paid or prorated for at Closing) to salespersons or agencies for ads to which such collected Seller Accounts Receivable related, if and no later than twenty (20) days following the conclusion of the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts ReceivablePeriod, Buyer shall promptly advise the make a payment to Seller thereof and shall return that account equal to the amount of all collections of Seller Accounts Receivable during Collection Period not previously paid to Seller. Any payments that are made directly to At the Seller during end of the Collection Period relating to the Period, any remaining Seller Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable returned to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timecollection.

Accounts Receivable. (a) The Seller On the Closing Date, Granite shall deliver to Buyer, on or promptly Buyer a statement listing all Accounts Receivable. During the period commencing with the Closing Date and ending the 120th calendar day after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same a manner that Buyer uses to collect is consistent with its practices for collection of its own accounts receivable; provided, that that, Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence or not to commence litigation or legal action to effect collection and may make any such Actionadjustment, concession or settlement which in the good faith judgment of Buyer is commercially reasonable; provided, further, that in no event shall Buyer incur any Liability for any failure to collect any Accounts Receivable except for its willful breach of this Section 2.3. Buyer shall send all payments received on the Accounts Receivable remit to the relevant Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the all amounts received collected by Buyer with respect to the Accounts Receivable owned by such Seller in accordance with the following schedule: (a) on or before the 20th day of the first complete calendar month after the Closing Date, remit all amounts collected up to the end of the previous month; and (b) on or before the 20th day of each succeeding month, remit all amounts collected during the preceding calendar month previous thereto; less, in the case of clauses (ora) and (b) above, if any sales commissions or collection costs paid or accrued by Buyer or its Affiliates in the Collection Period ends on ordinary course of business consistent with past practices of Sellers during the respective periods with respect to such Accounts Receivable. Buyer shall hold all such amounts so collected net of such sales commissions or collection costs in trust for Sellers in a day separate account, and with each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Notwithstanding the foregoing, Buyer shall be entitled to retain and be under no obligation to remit to Sellers any amounts (including any accounts receivable) received by Buyer (or its Affiliates), and Sellers shall cause any amounts (including any accounts receivable) received by Sellers (or their Affiliates) to be promptly remitted to Buyer, in either case that are (a) attributable to the Business after the Closing Date or (b) attributable to any business (other than the last day Business) of a calendar monthBuyer (or its Affiliates); provided, that, absent specific direction from the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment Receivable counterparty, all payments received by Buyer during shall be first applied to the Collection Period from a customer oldest non-disputed Accounts Receivable of Sellers and Buyer shall not make any request of such counterparty inconsistent with such application to the Station that was or is also a customer of the Seller and that is obligated with respect to any oldest Accounts Receivable, shall be deposited (without offset) by Buyer in . Buyer’s obligations to collect the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingshall expire as of midnight on the 120th day following the Closing Date. If during Within ten (10) business days thereafter, to the Collection Period a dispute arises with regard extent not previously remitted to an account included among the Accounts ReceivableGranite, Buyer shall promptly advise remit to Granite all amounts collected by Buyer from the Seller Closing Date until the date thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating with respect to the Accounts Receivable shall be retained net of sales commissions or collection costs paid or accrued by the SellerBuyer with respect thereto. Upon expiration of Buyer’s collection obligation under this Section 2.3, Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due turn over to a pre-Effective Time sale order, then Buyer shall have Granite all documents and records evidencing (a) the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable which were paid to Seller Granite hereunder and (with documentation reflecting b) the payment Accounts Receivable which remain uncollected, and Granite shall assume responsibility for collection of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer any remaining Accounts Receivable for accounts receivables relating to after the Effective Timeits own account.

Accounts Receivable. Schedule 4.1(p-1) sets forth a complete listing of all accounts receivable and notes payable (a"Accounts Receivable"). Each of the Accounts Receivable of COMPANY constitutes a valid claim in the full amount thereof against the debtor charged therewith on the books of COMPANY to which each such account is payable and has been acquired in the ordinary course of business. Each Account Receivable is fully collectible to the extent of the face value thereof (less the amount of the allowance for the doubtful accounts reflected on the Warranted Balance Sheet) not later than thirty (30) days after such account receivable is due, except that a verbal agreement exists between COMPANY and Houston Cutting Tools which provides that Houston Cutting Tools may, at its option, choose to pay its invoices within 60 days without penalty. To COMPANY'S knowledge, no account debtor has any valid setoff, deduction or defense with respect thereto, and no account debtor has asserted any such setoff, deduction or defense. No Account Receivable arises pursuant to an agreement with the United States Government or any agency or instrumentality thereof. The Seller COMPANY shall deliver also provide BUYER with an accurate list of all accounts receivable obtained subsequent to Buyer, on or promptly after the Warranted Balance Sheet Date. The COMPANY shall provide BUYER with an aging of all accounts and notes receivable showing amounts due in 30 day aging categories upon the execution of this Agreement and an updated aging within 5 days prior to the Closing Date, a statement . All of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained owned by BUYER, free and clear of all liens, subsequent to the execution of this Agreement Also attached hereto and made a part hereof as Schedule 4.1(p-2) is a complete listing of all accounts payable and/or notes payable by Company. ("Accounts Payable"). The Accounts Payable list contains a complete description of debts validly owed by the SellerCompany. Buyer shall not discountANY ACCOUNTS PAYABLE AND/OR NOTES PAYABLE, offsetEXCEPT THOSE WHICH HAVE BEEN INCURRED OR WILL BE INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE APRIL 30, adjust or otherwise compromise any Accounts Receivable; provided1999, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale orderWHICH ARE NOT SPECIFICALLY LISTED ON SCHEDULE 4.1(P-2) SHALL BECOME THE SOLE PERSONAL LIABILITY OF THE SOLE MEMBER OF THE COMPANY, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeAND BUYER WILL NOT ASSUME SAME.

Accounts Receivable. (a) The Seller shall deliver To the extent not inconsistent with the terms of the Transition Services Agreement, subject to Buyerthe terms and conditions of this Section 9.4, on or promptly after the Closing Date, and on a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationweekly basis, Buyer Parent shall have promptly (but in no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds event later than ten (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2010) days after expiration of receipt thereof) deliver to Seller Parent any cash, checks or other property that Buyer Parent receives following the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect Closing to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period extent relating to the Accounts Receivable included in the Excluded Assets. After the Closing and on a weekly basis, Seller Parent shall be retained by promptly (but in no event later than ten (10) days after receipt thereof) deliver to Buyer Parent any cash, checks or other property that Seller Parent receives to the Sellerextent relating to the Business, Acquired Assets, or Acquired Entities. Seller Parent, on the one hand, and Buyer Parent, on the other hand, will promptly deliver to the other a true copy of any written notice of a dispute as to the validity or enforceability of any Accounts Receivable received from the debtor of such Accounts Receivable. Neither Seller Parent nor Buyer Parent shall agree to any settlement, discount or reduction of the Accounts Receivable belonging to the other Party. Neither Seller Parent nor Buyer Parent shall assign, pledge or grant a security interest in the Accounts Receivable of the other Party to any third party or claim a security interest or right in and to the Accounts Receivable, and payment of the Accounts Receivable shall not discountbe subject to off-set. The Parties’ collection obligations under this Section 9.4 shall not include any obligation to initiate a Proceeding, offset, adjust engage a collection agent or otherwise compromise take any Accounts Receivable; provided, that if any Transferred Employee is due a commission other legal action for such collected payments due to a pre-Effective Time the collection or sale order, then Buyer shall have (as the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder case may be) of the collected Accounts Receivable to Seller (with documentation reflecting other than in the payment Ordinary Course of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeBusiness.

Accounts Receivable. Buyer agrees, as Seller's agent, to use its best efforts for a period of ninety (a90) The Seller days following the Commencement Date of the TBA (the "Collection Period") to collect in the usual and ordinary course of business the accounts receivable of the Station in existence as of the Commencement Date of the TBA. Buyer shall deliver not be required to Buyer, on institute any legal proceedings to enforce the collection of any Accounts Receivable or promptly after the Closing Date, a statement to refer any of the Accounts ReceivableReceivable to a collection agency. Buyer shall use commercially reasonable efforts not adjust any Accounts Receivable or grant credit without Seller's written consent, and any Accounts Receivable amounts collected on behalf of Seller shall be paid to Seller on the forty-fifth (without receipt 45th) and ninetieth (90th) days after the Commencement Date of any additional consideration from TBA. On the Sellerninetieth (90th) day after the Commencement Date of the TBA, Buyer shall return to Seller the uncollected Accounts Receivables, together will all files concerning the collection or attempts to collect the Accounts Receivable during the period beginning on the Closing Date Receivable, and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer Buyer's responsibility shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actioncease. Buyer shall send all payments received on the Accounts Receivable incur no liability to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptfor any uncollected account. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received All sums collected by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is any person obligated with respect to any Account Receivable shall be applied first to Seller's Accounts Receivable. After full satisfaction of Seller's account the balance, if any, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard applied to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeBuyer's accounts.

Accounts Receivable. Schedule 3.22 to Exhibit B lists the ------------------- accounts receivable of Seller as of August 31, 1997, including the name of each account; the account number; the invoice number and date; payment terms; and the age of each such account on the basis of thirty (a30), sixty (60) and ninety (90) days and over, from the date of original invoice. Each such account receivable listed arose from valid sales in the ordinary course of business. The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement dollar value of the Accounts Receivable. Buyer number of shares of OXIS Stock constituting the Earnout Exchange (including the Guarantee) for the first year of the Earnout Period shall use commercially reasonable efforts (without receipt be adjusted downward by the dollar amount of any additional consideration from the Seller) such account receivable or portion thereof which Seller is not able to collect by the Accounts Receivable during the period beginning on the Closing Date end of such year, and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own such adjustment shall be Buyer's sole remedy for such non-collectible accounts receivable; provided, . In the event that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationadjustment occurs, Buyer shall have no obligation to commence any promptly assign such Action. Buyer shall send all payments received on the Accounts Receivable non-collectible accounts receivable to the Seller by check orShareholders for collection, at Buyer’s election, deposit provided that as a result of such payments by wire transfer of immediately available funds (without offset) into an account designated by assignment the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Shareholders shall furnish Seller with a list (the “Aging Report”) be entitled to show the amounts received by Buyer retain any monies collected with respect to the Accounts Receivable during the preceding calendar month (orthereto. Except as reflected in Schedule 3.22 , if the Collection Period ends on a day no refunds, reimbursements, discounts or other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received adjustments are payable by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer of its accounts receivable other than those arising in the ordinary course of business. Except as set forth in Schedule 3.22, neither Seller Account (each such paymentnor Majority Shareholder, a “Specified Payment” andknow, collectivelyor have any reasonable grounds to know, the “Specified Payments”)of any defenses, unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivablerights of setoff, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained recoupment, assignments, pledges, liens, encumbrances, claims, equities or conditions enforceable by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties with respect to commence paying Buyer for or affecting the accounts receivables relating to after the Effective Timereceivable of Seller.

Accounts Receivable. (a) The Seller Effective the last business day of each month, PHYN shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect purchase the Accounts Receivable (other than Accounts Receivable from the Medicare Program) of the Practice arising during the period beginning on month just ended, by payment of cash or other readily available funds into an account of the Closing Date and ending on Practice. The consideration for the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer purchase shall be not commence any Action an amount equal to effect collection or employ any collection agencyactual charges of the Clinical Facility for the month just ended, legal counselreduced by PHYN to reflect historical Adjustments. For purposes of determining historical Adjustments, or other third party, or take any other extraordinary means reference shall be made to the average monthly collections of collections or pay any expenses to third parties to collect the Clinical Facility for the three (3) month period preceding the month for which a payment is made. Payment for the Accounts Receivable without obtaining shall be reduced by the written authorization amount of the Seller, and, even if the Seller provides such written authorization, Buyer service fees due to PHYN under Section 8.1 and shall have no obligation to commence any such Action. Buyer shall send all payments received be made on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds fifteenth (without offset15th) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) business day of each calendar the month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, following the month in which the Collection Period expired) Accounts Receivable are generated. For example, if PHYN is purchasing receivables generated in July 1998, payment will be made on August 20, 1998, and the amount remaining outstanding under each particular Account Receivable. Any of the payment received shall be made by Buyer reference to the average monthly collections of the Clinical Facility during the Collection Period from a customer preceding months of April, May and June. Although it is the intention of the Station parties that was or is also a customer PHYN purchase and thereby become owner of the Seller and that is obligated with respect to any Accounts ReceivableReceivable of the Practice, in case such purchase shall be deposited (without offset) by Buyer ineffective for any reason, the Practice has entered into a Security Agreement to grant a security interest in the Seller Account (each such payment, a “Specified Payment” and, collectivelyAccounts Receivable PHYN to secure the immediate repayment to PHYN of all indebtedness and obligations of the Practice to PHYN arising under or in connection with this Agreement. In addition, the “Specified Payments”), unless Practice shall cooperate with PHYN and execute all necessary documents in connection with the customer disputes pledge of such Accounts Receivable to PHYN or at PHYN's option, its lenders. All collections in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the respect of such Accounts Receivable shall be retained deposited in a bank account designated by PHYN. To the Seller. Buyer shall not discount, offset, adjust or otherwise compromise extent the Practice comes into possession of any payments in respect of such Accounts Receivable; provided, that if any Transferred Employee is due a commission the Practice shall direct such payments to PHYN for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for deposit in bank accounts receivables relating to after the Effective Timedesignated by PHYN.

Accounts Receivable. Seller’s aged accounts receivable (athe “Aged Accounts”) The are not part of the Property. Prior to Closing, Seller shall perform an audit of its Aged Accounts, which are payable to Seller as of and including the Closing date and shall deliver to BuyerBuyer an itemized list of such Aged Accounts, on or promptly including the amounts due under each Aged Account. Seller may, at its discretion within 5 business days subsequent to Closing, provide an updated audit of its aged accounts, to include any new accounts receivable occurring after the Closing Date, a statement date of the Accounts Receivableoriginal audit. Subsequent to Closing, Buyer shall use commercially reasonable efforts (turn over to Seller, without receipt charge to Seller, all payments of any additional consideration from the Seller) to collect the ’s Aged Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivablecoming into Buyer’s possession; provided, that however Buyer shall not be not commence any Action required to effect collection or employ undertake any collection agencyefforts with regard to any Aged Accounts, legal counseldelinquent or otherwise, and Buyer shall not have any liability for failure to collect any Aged Accounts. Open accounts attributed to third party contracts or other direct xxxx clients shall be deemed Aged Accounts under this article. The parties shall cooperate in dealing with third party contracts or direct xxxx clients to minimize the adverse impact on such parties or their continuing relationship with the Property. In the event any accounts receivable payments are received by either party, or take any after Closing, where said payments span the Closing date and include amounts owed to both parties, the receiving party shall promptly notify the other extraordinary means party of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization its receipt of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send payment and all payments received on made under the Accounts Receivable terms of this Article arising both prior and subsequent to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts ReceivableClosing date, shall be deposited (without offset) by Buyer applied in chronological order starting with the Seller Account (each oldest account receivable of such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Selleraccount. Any payments that are made directly from one party to the Seller during other, under the Collection Period relating to terms of this Article 10, shall include the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder supporting documentation of the collected Accounts Receivable to Seller (with documentation reflecting payment and the payment of commissions to such Transferred Employees)proration. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.Seller(s)______/______ Buyer(s)______/______

Accounts Receivable. During the 90 day period following the Closing, the Buyer shall use reasonable efforts, consistent with its ordinary course of business practice, to collect all amounts due on the Accounts Receivable comprising the Acquired Assets (a) "Purchased Accounts"). The Buyer shall provide the Seller with a weekly report of the progress made in the collection of the Purchased Accounts. In this process the Buyer shall apply all amounts received from account debtors to the oldest outstanding invoices of such account debtors in the order of such invoices from the oldest to the most current, except on those payments that are designated by the account debtor to a specific invoice. Should the Buyer learn of any objection to payment of a Purchased Account by an account debtor arising out of a transaction or occurrence prior to the Closing the Buyer shall immediately notify the Seller and, after the Seller has repurchased the Purchased Account from the Buyer, the Seller shall deliver be permitted to discuss the matter with the account debtor and compromise or otherwise dispose of the dispute, provided that the Seller shall in good faith, but without impairing the Seller's ability to ultimately obtain payment on any accounts receivable, attempt to compromise or otherwise dispose of any dispute in any manner that would not impose any obligation on the Buyer. The Buyer will not compromise or settle any Purchased Account in dispute which imposes any obligation on the Seller without the consent of the Seller which consent will not be unreasonably withheld. Provided the Buyer shall have complied with the provisions of this paragraph the Seller will repurchase from the Buyer upon notice from the Buyer all Purchased Accounts which remain unpaid 90 days following Closing. The purchase price therefor shall be the unpaid amount remaining due on such Purchased Account. Notwithstanding the foregoing, on the Seller shall be under no obligation to repurchase such Purchased Account if the account debtor's refusal or promptly failure to pay the balance of a Purchased Account arises in whole or material part from a dispute with the Buyer related to product sold to, or orders requested by, such account debtor after the Closing Date, a statement of . The Seller shall remit to the Accounts Receivable. Buyer shall use commercially reasonable efforts (without immediately on receipt of any additional consideration from all accounts receivable relating to the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date 's business and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeClosing Date.

Accounts Receivable. (a) The Seller At the LMA Date, Sellers shall assign to Buyer, for collection purposes only, all Accounts Receivable. Sellers shall deliver to Buyer, Buyer on or promptly as soon as practicable after the Closing DateLMA Date a complete and detailed statement showing the name, a statement amount, and age of each Account Receivable. Subject to and limited by the following, collections of the Accounts ReceivableReceivable by Buyer following the LMA Date will be for the account of Sellers. Buyer shall use commercially reasonable efforts (without receipt endeavor in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during for a period ending upon the period beginning on later of (i) ninety (90) days after the LMA Date, or (ii) the Closing Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a any customer with an account which is an Account Receivable shall first be applied in reduction of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Account Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes otherwise directs in writing. During the Collection Period, on a monthly basis, Buyer shall furnish Sellers with a list of, and shall pay over to Sellers, the amounts collected during the preceding month with respect to the Accounts Receivable. Buyer shall provide Sellers with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, Buyer and Sellers shall meet to analyze in good faith any uncollected Account Receivable in order to determine if the same, in their reasonable business judgment, is deemed to be collectible and if Buyer desires to retain a business relationship with the customer carrying such Account Receivable. As to each such customer carrying an Account Receivable with whom Buyer, in its sole discretion, elects to retain a business relationship, Buyer and Sellers shall negotiate a good-faith value of the Account Receivable, which Buyer shall pay to Sellers. Sellers shall retain the right to collect any Account Receivable as to which the parties are unable to reach agreement as to a good-faith value, and Buyer agrees to turn over to Sellers any payments received against any such Account Receivable. As Sellers' agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable in writing. If during to a collection agency or to any attorney for collection, and Buyer shall not make any such referral, nor compromise, settle, or adjust the Collection Period a dispute arises with regard to an account included among the Accounts amount of any such Account Receivable, Buyer shall promptly advise except with the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Sellerapproval of Sellers. Buyer shall not discountincur no liability to Sellers for any uncollected Account Receivable, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then unless Buyer shall have engaged in willful misconduct or gross negligence in the right collection of such Account Receivable. During and after the Collection Period, without specific agreement with Buyer to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder contrary, no Seller nor any agent of the collected any Seller shall make any direct contact for purposes of collection with any customer carrying an Account Receivable, except for Accounts Receivable to retained by any Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCollection Period.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Closing Date, a statement Benedek will assign to WGRC for purposes of collection all of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt outstanding accounts receivable of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on Benedek as of the Closing Date and ending arising out of the sale of advertising time on the 180th day thereafter Station for cash (the “Collection Period”"Receivables"). Subject to the terms and provisions in this Section 2.6, WGRC will collect the Receivables in the same manner and with the same diligence that Buyer WGRC uses to collect its own accounts receivablereceivable for a period of 180 days following the Closing Date (the "Collection Period"). All amounts received by WGRC after the Closing from an account debtor will be applied first to the Receivables of such account debtor in the order of their origination; providedprovided however, that Buyer amounts received shall not be applied to specific discrepancies identified by the account debtor unless objected to in writing as a reason for non-payment. WGRC will not commence any Action be obligated to effect collection or institute litigation, employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect parties. Within 10 days after the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day end of each calendar month during the Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller WGRC will provide Benedek with a list (the “Aging Report”) to show the amounts received by Buyer written report on collections made with respect to the Accounts Receivable during Receivables and an aging report as of the preceding calendar end of such month and pay over to Benedek the amounts collected net of employee, national representation or advertising agency sales commissions (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredunless already paid) and WGRC shall promptly pay such commissions to the amount remaining outstanding under each particular Account Receivableappropriate party. Any payment received by Buyer during On the Collection Period from a customer of 181st day after the Station Closing Date, WGRC will reassign to Benedek any Receivables that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingremain uncollected. If during the Collection Period a dispute arises with regard to an account included among the Accounts ReceivableReceivables, Buyer WGRC shall promptly advise the Seller Benedek thereof and shall may (or, if requested by Benedek, shall) return that account to the SellerBenedek. Any payments amounts received by WGRC after any Receivable has been reassigned to Benedek which can be specifically identified as a payment on the account of such reassigned Receivable will be promptly paid over or forwarded to Benedek. All amounts due to Benedek under this Section 2.6 that are made directly not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the Seller during the Collection Period relating generally prevailing prime interest rates (as reported by The Wall Street Journal) plus two percentage points (2%). The parties acknowledge and agree that (i) Receivables collected by WGRC for Benedek pursuant to the Accounts Receivable shall be retained by the Seller. Buyer this Section 2.6 shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due be subject to a pre-Effective Time sale orderright of offset for any claim by WGRC against Benedek and (ii) if WGRC takes any action in violation of such prohibition, then Buyer WGRC's right and obligation to collect Receivables shall immediately terminate, and Benedek shall have the right to use that collected payment to pay the owed commissions to collect all such Transferred Employees Receivables in its sole and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeabsolute discretion.

Accounts Receivable. All accounts receivable of the Seller that are reflected on the Most Recent Balance Sheet or on the accounting records of the Company as of the Closing Date (acollectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. On the Closing, the Seller shall execute and deliver to the Buyer an assignment of the Seller's Accounts Receivable. Such assignment shall identify the account debtors and the amounts of the respective accounts being thereby assigned. The Buyer may collect all Accounts Receivable existing on the Closing, and the Seller shall not be required to take any actions with respect to such Accounts Receivable. The Seller shall deliver not be obligated to Buyersue xx otherwise enforce collections of such Accounts Receivable nor be obligated to the Buyer with respect to such Accounts Receivable or any uncollectible portion thereof, except to the extent Seller receives payment therefor after the date of the Closing. ss.3(s) of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Most Recent Balance Sheet, which list sets forth the aging of such Accounts Receivable. Notwithstanding the foregoing, on the Closing, the Buyer shall hold back from the Purchase Price ("Accounts Receivable Holdback") an amount equal to the sum of (i) 10% of any Accounts Receivable outstanding for 45 days or promptly after less as of the Closing Date, a statement plus (ii) 100% of any Accounts Receivable outstanding for more than 45 days as of the Accounts ReceivableClosing Date. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on Both after 90 days following the Closing Date and ending on after 180 days following the 180th day thereafter (Closing Date, the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect reconcile the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on Holdback with the Accounts Receivable to actually collected and shall pay the Seller by check or, at Buyer’s election, deposit such payments by wire transfer the sum of immediately available funds (without offseti) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days excess of receipt. On the twentieth (20th) day 90% of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) any Accounts Receivable collected that were outstanding for 45 days after expiration or less as of the Collection Period)Closing Date, plus (ii) 100% of any Accounts Receivable collected that were outstanding for more than 45 days as of the Closing Date. As an accommodation to Seller, Buyer shall furnish Seller with a list (is assuming the “Aging Report”) to show the amounts received by Buyer with respect to charged off collectibles portion of the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable will forward to Seller (with documentation reflecting the payment any amounts collected on such accounts, less any costs of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timecollection.

Accounts Receivable. (a) The After the Closing, Buyer shall have full right and authority to collect for its own account all Accounts Receivable reflected on in the Closing Date Balance Sheet without any allowance for doubtful accounts ("Closing ------- Accounts Receivable"). Each Seller and each Xxxxxxx Seller shall deliver immediately ------------------- pay to Buyer, on or promptly Buyer any amount received by such Seller after the Closing Dateattributable to payment of any Closing Accounts Receivable, a statement except with respect to Assigned Receivables after assignment thereof to Parent as provided below. In the event that as of the date that is 180 days after the Closing Date (the "Adjustment ---------- Date") Buyer shall not have been paid in full in respect of Closing Accounts ---- Receivable an amount equal to the Closing Accounts Receivable. , Buyer shall use commercially reasonable efforts give Parent written notice (without receipt the "Receivables Notice") specifying the sum of any additional consideration from (i) the Seller) to collect the ------------------ aggregate amount of Closing Accounts Receivable collected by Buyer during the period beginning on from the Closing Date through the Adjustment Date and ending (ii) the aggregate amount of Inventory (valued at original cost) that (x) is the subject of a Closing Accounts Receivable, (y) has been returned to Buyer during the period from the Closing Date through the Adjustment Date and (z) is not Defective Inventory (the "Collected Amount"). If the face amount of the Closing Accounts ---------------- Receivable exceeds the Collected Amount, (i) such excess (the "Receivables Deficiency"), plus interest accrued on the 180th day thereafter amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate in effect from time to time, shall be paid by Parent to Buyer within five Business Days after the date that the Receivables Notice is given in immediately available funds and (ii) upon receipt of such payment, Buyer shall assign to Parent any Closing Accounts Receivable that were not collected during the period from the Closing Date through the Adjustment Date (the “Collection Period”"Assigned Receivables"), in the same manner that Buyer uses . Upon an assignment to collect its own accounts receivable; provided, that Buyer shall be not commence any Action Parent of Assigned Receivables --------- ----------- pursuant to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationthis Section, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated further responsibility with respect to any Accounts Receivablesuch Assigned Receivables and shall not be entitled to receive any portion of any amounts collected by Parent with respect thereto, and Parent shall be deposited (without offset) by Buyer in the Seller Account (each entitled to undertake any and all collection efforts with respect to any such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingAssigned Receivables. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise pay to Seller any amount received by Buyer after the Seller thereof and Adjustment Date attributable to payment of any Assigned Receivables. In calculating the amount, if any, which Parent must pay to Buyer pursuant to this Section 1.7, payments received by Buyer on account of receivables from a particular customer shall return that account be credited first to the Seller. Any payments oldest account receivable of that customer until all accounts receivable with respect to that customer are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivablepaid in full; provided, however, that if no such payment shall -------- ------- be so credited to any Transferred Employee is due a commission for such collected payments due pre-Closing account receivable with respect to a pre-Effective Time sale order, then Buyer Disputed Account Receivable of such customer (as defined below) unless such customer shall have the right specifically advised Buyer to use that collected credit such payment to pay the owed commissions to such Transferred Employees and then remit the remainder Closing Account Receivable. For purposes of the collected Accounts this Agreement, "Disputed Account ---------------- Receivable" means any Closing Account Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.owed: ----------

Accounts Receivable. (a) The Seller shall deliver Subject to Buyerthe terms of Section 2.6 herein, on or promptly after effective as of the Closing Date, a statement of the Accounts Receivable. Company agrees, and Buyer shall use commercially reasonable efforts cause Company to, (without receipt i) assign, transfer and convey to (A) the Majority Sellers (as defined in Section 7.1), all of Company's (or any additional consideration from the Sellersuccessor or assignee thereof) right, title and interest in and to collect the Accounts Receivable during that are attributable to any period ending on or before December 31, 2002 and (B) all Sellers, all of Company's (or any successor or assignee thereof) right, title and interest in and to the Accounts Receivable that are attributable to any period beginning on from and after January 1, 2003 to the Closing Date and ending on (ii) within twenty (20) calendar days following the 180th day thereafter end of each calendar month following the Closing Date (each such month is hereinafter referred to as a "Monthly Period"), for a period of twelve (12) months following the Closing Date (the “Collection "True-Up Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable transfer and deliver to the Seller by check orMajority Sellers or all Sellers, at Buyer’s electionas the case may be, deposit the Net Amount (as defined in Section 2.6 below), with each such payments Net Amount payment being made to the Majority Sellers or all Sellers, as the case may be, in accordance with Schedule 2.5 hereto and by wire transfer of immediately available funds (to the accounts set forth on Schedule 2.3.1 hereto or by such other method as the relevant Seller and Parent shall mutually agree. In connection with the Net Amount payments by Company as contemplated hereby, Buyer and Company hereby agree that, from and after the Closing Date, without offset) into an account designated the prior written consent of each Seller, and except as contemplated by the Seller (the “Seller Account”)immediately following Section hereof, in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (andneither Company nor any successor or assignee thereof, if the Collection Period ends on a day other than the last day of a calendar monthshall forgive, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) discount or otherwise discharge or credit any amount due and owing to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular it or them against any Account Receivable. Any payment received by Buyer during , and shall use commercially reasonable efforts to pursue the Collection Period from a customer of the Station that was or is also a customer of the Seller collection of, and that is obligated with respect to any Accounts Receivableshall not discriminate against, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, it being understood that neither Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable nor Company shall be retained by required to incur any incremental cost in pursuing the Seller. Buyer shall not discount, offset, adjust or otherwise compromise collection of any Accounts Account Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The As of the Closing Date, Seller shall deliver to appoints Buyer, as Seller's agent without compensation but without Liability except for willful misconduct, to collect the Accounts Receivable. Buyer shall account to Seller, and remit to Seller, the amounts collected during the period in respect of Accounts Receivable as follows: (i) on or promptly before the twentieth (20th) day of the second complete calendar month after the Closing Date, pay the amounts collected up to the end of the previous month; and (ii) on or before the twentieth (20th) day of each succeeding month, remit the amounts collected during the month previous thereto. With each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Buyer shall, unless the remittance or an Accounts Receivable debtor specifies otherwise, apply all amounts it receives from or for the benefit of any Accounts Receivable debtor first to pay the oldest undisputed Accounts Receivable of such debtor before applying any of such amounts to pay any obligation of such debtor to Buyer arising during, or otherwise attributable to, the period after the Effective Time. Buyer's agency to collect the Accounts Receivable shall expire as of midnight on the 120th day following the Closing Date. Within fifteen (15) business days thereafter, Buyer shall remit to Agent the amounts collected from the Closing Date until the date thereof that remain in Buyer's possession. Upon expiration of the agency, Buyer shall turn over to Seller all documents and records evidencing the Accounts Receivable which were paid to Seller hereunder and which remain uncollected and Seller shall assume sole responsibility for collection of any remaining Accounts Receivable. Buyer shall use commercially reasonable collection efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)consistent with its practice for collection of Accounts Receivable, in the same manner that Buyer uses but shall not be required to collect its own accounts receivable; provided, that Buyer shall be not commence institute any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties proceedings to collect the Accounts Receivable without obtaining or to otherwise incur any cost or obligations in respect thereof other than in the written authorization ordinary course of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actionbusiness. Buyer shall send remit all payments received on amounts collected during the period of Buyer's agency to collect the Accounts Receivable to the Seller by check orwithout any deductions for Taxes, at Buyer’s electionagency, deposit such payments by wire transfer of immediately available funds sales or other commissions, or employee related costs and expenses (without offset) into an account designated by the Seller (the “Seller Account”collectively, "Receivables Expenses"), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish and Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying for, and shall indemnify Buyer for accounts receivables relating to after the Effective Timeagainst, all such Receivables Expenses.

Accounts Receivable. (a) The At the Closing, Seller shall will deliver to Buyer, on or promptly after Buyer a statement showing the name and amount of all Receivables existing as of the Closing Date, other than any Receivables referred to a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) collection agency by Seller prior to collect the Accounts Receivable during the period beginning on the Closing Date and ending on (as hereinafter defined). Buyer will use reasonable commercial efforts to assist Seller in collecting all Receivables during the 180th 90-day thereafter period following the Closing (the “"Collection Period”"), but in the same manner that no event will Buyer uses be obligated to collect its own accounts receivable; providedinstitute suit, that Buyer shall be not commence any Action to effect retain a collection agency or employ any collection agency, legal counsel, or other third party, or take institute any other extraordinary means of collections or pay any expenses to third parties collection to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such ActionReceivable. Buyer shall send In the absence of any dispute by a Receivable debtor concerning a Receivable, all payments monies received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit from such payments by wire transfer of immediately available funds (without offset) into an account designated debtor by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period will be applied to the Receivable until the account is fully paid before any monies are applied to Buyer's account with such debtor arising from a customer Buyer's operation of the Station Division. In the event that was or a Receivable debtor notifies Buyer of a dispute by such debtor concerning a Receivable, all monies received from such debtor by the Buyer will be applied to the undisputed portion, if any, of such debtor's account with Seller until such undisputed portion is also a customer fully paid before any monies are applied to Buyer's account with such debtor. Buyer shall pay over to Seller promptly after each week after the Closing an amount equal to any Receivable paid to Buyer during the preceding week. Buyer acknowledges that Seller shall be free to take all action, including the institution of the legal proceedings, to collect any and all monies owing to Seller and that is obligated with respect to any Accounts Receivable, provided all such collection efforts shall be deposited (without offset) by consistent with Seller's past practices. Seller acknowledges that Buyer has a substantial interest in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder continued goodwill of the collected Accounts Receivable Division and the current relationships between the Division and its account debtors, and agrees that Seller will use commercially reasonable efforts not to Seller (interfere unduly with documentation reflecting Buyer's relationships with the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeDivision's account debtors.

Accounts Receivable. (a) The Seller shall deliver to Buyer, accounts receivable of the Companies shown on or promptly after the Closing Balance Sheet Date, a statement and those to be shown in the Financial Statements, are, and will be, actual bona fide receivables from transactions in the ordinary course of business representing valid and binding obligations of others for the total dollar amount shown thereon, and as of the Accounts ReceivableBalance Sheet Date were not (and presently are not) subject to any recoupments, set-offs, or counterclaims. Buyer shall use commercially reasonable efforts (without receipt The Purchaser expressly acknowledges that all accounts receivable, as of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Pre-Closing A/R”), will be property of the Sellers and the Purchaser further acknowledges that it will have no claim to the Pre-Closing A/R. The Sellers shall have sole responsibility for collecting Pre-Closing A/R. The Sellers expressly acknowledge that all accounts receivable, following the Closing Date (the “Post-Closing A/R”), will be property of the Purchaser and the Sellers further acknowledge that they will have no claim to the Post-Closing A/R. Notwithstanding anything contained in this Section 4.12 to the contrary, the Sellers and Medical Resources shall retain control of the lockboxes for the facilities involved in this transaction for a period of 60 days following the Closing (the “Lockbox Period”). During the Lockbox Period, in Medical Resources and the same manner Sellers will cooperate with the Purchaser to ensure that Buyer uses Purchaser receives the Post-Closing A/R, and is able properly to collect its own accounts receivable; provideddocument the financial information for the ongoing businesses at those facilities, that Buyer shall be not commence by weekly reporting all receipts to the Purchaser, providing the Purchaser with copies of all applicable cash logs, and forwarding to the Purchaser any Action to effect collection or employ any collection agencyand all amounts, legal counsel, invoices or other third partymaterials allocated to Purchaser that are placed in such lockboxes. In addition, Sellers and Medical Resources will use their best efforts to ensure that Purchaser receives “information only” access to the lockbox accounts during the Lockbox Period. After the Lockbox Period, the Purchaser will cooperate with the Sellers and Medical Resources to ensure that the Sellers and Medical Resources continue to receive the Pre-Closing A/R, by weekly reporting all receipts to the Sellers and Medical Resources related to the Pre-Closing A/R, providing the Sellers and Medical Resources with copies of all applicable cash logs related to the Pre-Closing A/R, and forwarding to Medical Resources any and all amounts, invoices or take any other extraordinary means of collections or pay any expenses materials allocated to third parties the Sellers and Medical Resources related to collect the Accounts Receivable without obtaining Pre-Closing A/R that are placed in such lockboxes. In addition, the written authorization Purchaser will use its best efforts to ensure that the Sellers and Medical Resources receive “information only” access to the lockbox accounts after the Lockbox Period. At the end of the SellerLockbox Period, and, even if the Seller provides Sellers and Medical Resources will execute such written authorization, Buyer shall have no obligation documentation and take such action as is necessary to commence any such Action. Buyer shall send all payments received on transfer ownership and possession of the Accounts Receivable lockboxes to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimePurchaser.

Accounts Receivable. (a) The Seller shall deliver Subject to the terms of the LMA, Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning commencing on the Closing Date and ending on continuing for a period of six (6) months following the 180th day thereafter (Closing Date, shall collect all of Seller's accounts receivable arising from the “Collection Period”), operation of the Stations in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable; provided. This obligation, that Buyer however, shall be not commence any Action extend to effect collection or employ the institution of litigation, employment of any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay collection. During the sixth-month period following the Closing Date, neither Seller nor its agents shall make any expenses to third parties to collect solicitation of these accounts for collection purposes and shall not institute litigation for the Accounts Receivable without obtaining collection of any amounts due. Every thirty (30) days after the written authorization of the Seller, and, even if the Seller provides such written authorizationClosing Date, Buyer shall have no obligation account to commence any such ActionSeller in writing for and pay over to Seller the amount of the collections made on Seller's behalf. Buyer shall send Except as is set forth in the last sentence of this paragraph, all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period sixth-month period following the Closing Date from a customer of the Station that was or is also a customer of the Seller and that is any person obligated with respect to any Accounts Receivable, of such accounts receivable shall be deposited (without offset) allocated so that the oldest such account receivable shall be paid first and the most recent last. Notwithstanding the foregoing, no payments shall be applied to obligations disputed by any account debtor. Upon the provision of notice to Seller, in the manner specified in Section 10.9, above, that an account debtor disputes an account receivable of Seller, Buyer may cease efforts to collect such account receivable and thereafter any amounts received by Buyer in from the disputed account debtor may be applied to Buyer's account with such debtor and Seller Account (each may take whatever steps it deems necessary to attempt to collect its account(s) receivable from such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Sellerdebtor. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay compromise, settle, or adjust the owed commissions to such Transferred Employees and then remit the remainder amounts of the collected Accounts Receivable to Seller (with documentation reflecting the any of Seller's accounts receivable without Seller's written consent. Any amounts received by Buyer in payment of commissions to such Transferred Employees). Buyer any account receivable (without time limitation) which can be identified as a payment on a specific account, whether by accompanying invoice or otherwise, shall be responsible promptly paid over to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeowner of that account, regardless of whether the account debtor has an outstanding balance on older accounts.

Accounts Receivable. (a) The Seller As soon as practicable after the Closing, the ACME Entities shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date and ending on the 180th one hundred twentieth (120th) day thereafter after the Closing Date (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties use commercially reasonable efforts to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStation's credit, andsales, even if and other appropriate personnel in accordance with customary practices which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable or grant credit without Seller's written consent, and Buyer shall not pledge, secure, or otherwise encumber such Accounts Receivable or the proceeds therefrom, other than to the Seller extent such pledge, security or encumbrance arises without any further action not specifically required by check or, at Buyer under Buyer’s election, deposit such payments by wire transfer 's or its Affiliates' financing instruments or facilities in the ordinary course of immediately available funds business. On or before the tenth (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (1510th) Business Days of receipt. On Day after the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish remit to Seller with a list (the “Aging Report”) to show the amounts collections received by Buyer with respect to the Accounts Receivable during the preceding calendar month (orReceivable, if the Collection Period ends on together with a day other than the last day report of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any Accounts Receivable, shall be deposited (without offset) reasonable sales commissions or collection costs paid by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If ordinary course of its business during the Collection Period a dispute arises respective periods with regard respect to an account included among the those Accounts Receivable, plus any sales commission chargebacks taken by Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly extent such sales commissions were previously deducted in determining the amount to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable paid to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timehereunder.

Accounts Receivable. (a) The Seller At Closing, Cumulus and Townsquare shall deliver to Buyerthe other party an aging report of all accounts receivable arising from the broadcast operations of the Cumulus Stations and the Townsquare Stations, on or promptly after respectively. For a period of 120 days following the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), all accounts receivable arising from the broadcast operations of the Cumulus Stations and the Townsquare Stations, respectively, shall be assigned to the other party hereto for collection on Cumulus’ or Townsquare’s Licensee’s behalf and for Cumulus’ or Townsquare’s benefit, as the case may be. Each party shall make every good faith and reasonable effort to collect such accounts receivable of the other party in the same manner that Buyer uses to collect its own accounts receivable; usual course of business, provided, however, that Buyer neither party shall be not commence required to institute suit or refer any Action accounts to effect collection an attorney or employ agency for collection; and provided further, that in the event that an account debtor registers any collection agencydispute with respect to an account receivable, legal counsel, or it is determined by the collecting party that it is necessary to institute suit or other third partyparty action with regard to a particular account receivable, that collecting party shall assign back to Cumulus or Townsquare, as the case may be, all rights with regard to such account receivable and Cumulus or Townsquare, as the owner of such accounts receivable shall be free to take any other extraordinary means of action it deems appropriate with respect to any account receivable, provided that commissions relating to any collections or pay any expenses made by the owner shall be paid to third parties to collect owner’s former employees in accordance with this Section 5.8. All account receivables that are collected by Cumulus and Townsquare, respectively, during the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer Collection Period shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable be paid to the Seller by check orowner of such account receivables on a monthly basis, at Buyer’s election, deposit with such payments by wire transfer of immediately available funds (without offset) into an account designated payment being made by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) 10th day of each calendar month during the Collection Period for any account receivables collected in the prior calendar month (and, if the Collection Period ends on with a day other than the last day of a calendar month, final payment to be made within twenty ten (2010) days after the expiration of the Collection Period), Buyer . Each payment shall furnish Seller with be accompanied by a list (of the “Aging Report”) to show the amounts monies received by Buyer with respect to the Accounts Receivable for each account receivable for which any money was collected during the preceding calendar month (or, if in the Collection Period ends on a day other than case of the last day payment, since the last report to the other party). The owner of such account receivables, in turn, promptly will pay commissions relating to such collections directly to their former employees. In the absence of and except for any dispute by the customer with respect to a calendar monthparticular account receivable, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any any payment received by Buyer Cumulus and Townsquare, as the case may be, during the Collection Period from a any customer which continues to be serviced by Cumulus or Townsquare, respectively, shall first be applied to reduction of the Station that accounts receivable owed by such customer to the owner of such account receivables. Cumulus and Townsquare shall each cause to be delivered to the other on or as soon as practical after the Closing Date a complete statement of such accounts receivable, showing the account debtor’s name, the date on which the account receivable was invoiced, and the amount of each account receivable. Neither Cumulus nor Townsquare shall compromise, settle or is also a customer adjust the amount of any assigned account receivable except with the prior written consent of the Seller owner of such account receivable. After the expiration of the Collection Period, each party will furnish the other with a list of all accounts receivable that have not been paid in full, together with all files and documents concerning or necessary to the collection or attempts to collect such accounts. Thereafter, neither party shall have further obligations to collect accounts receivable of the other except that is obligated each party shall immediately pay over to the other any amount subsequently paid to such party with respect to any Accounts Receivablereassigned account receivable. Cumulus and Townsquare, as the case may be, shall be deposited (without offset) by Buyer in free to take any action it deems appropriate with respect to any of its respective accounts receivable after the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during expiration of the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts ReceivablePeriod; provided, that if commissions relating to any Transferred Employee is due a commission for collections made by such collected payments due to a pre-Effective Time sale order, then Buyer party shall have the right to use that collected payment to pay the owed commissions be paid to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (party’s former employees in accordance with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timethis Section 5.8.

Accounts Receivable. Each Seller and Purchaser agree that all accounts receivable collections shall be allocated to either the respective Seller or the Purchaser based on the period to which such accounts receivable relate and prorated as necessary to reflect any amounts attributable to periods prior to the Closing Date and to periods on and after the Closing Date. All accounts receivable for periods ending prior to the Closing Date, including, prepaid programming commissions and commissions payable to Sellers pursuant to the DirecTV Residual Report for periods ending prior to the Closing Date and all fees with respect to Bulk Service, SMATV Non-Bulk Service and receivers invoiced prior to the Closing Date for periods prior to the Closing Date (a) The Seller the “Pre-Closing A/R”), shall deliver be for the account of Sellers. All accounts receivable with respect to Buyer, the Assets for periods ending on or promptly after the Closing Date, a statement of including, without limitation, prepaid programming commissions and commissions payable to Sellers pursuant to the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning DirecTV Residual Report for periods ending on or after the Closing Date and ending all fees with respect to Bulk Service, SMATV Non-Bulk Service and receivers invoiced prior to the Closing Date for periods on or after the 180th day thereafter Closing Date (the “Collection PeriodPost-Closing A/R”), in shall be for the same manner that Buyer uses account of Purchaser. Each of the Sellers agree to collect its own remit to Purchaser any Post-Closing A/R and Purchaser agrees to remit to Multiband, as agent for the Sellers, any Pre-Closing A/R. All such remittances of accounts receivablereceivable shall be made by the applicable party to the other party within five (5) days of receipt; provided, however, that Buyer Sellers shall be not commence provide Purchaser with daily email update of any Action Post-Closing A/R collections. For purposes of this Section 5.17, Rainbow hereby appoints Multiband as its agent for purposes of receiving any Pre-Closing A/R remitted by Purchaser to effect collection or employ Rainbow. Notwithstanding the foregoing, any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer accounts receivable with respect to the Accounts Receivable during Schedule 2.4 XXX Assets for periods arising on or after the preceding calendar month (or, if Schedule 2.4 Assets Effective Date shall be for the Collection Period ends on a day other than the last day account of a calendar month, the month in which the Collection Period expired) Purchaser and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated any accounts receivable with respect to any Accounts Receivable, the Schedule 2.4 XXX Assets for periods arising on or prior to the Schedule 2.4 Assets Effective Date shall be deposited (without offset) by Buyer in for the Seller Account (each account of Rainbow. All such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises accounts receivable with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account respect to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable Schedule 2.4 XXX Assets shall be retained by handled in accordance with the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission terms described above for such collected payments due to a prethe Post-Closing A/R and the Pre-Closing A/R but taking into account the Schedule 2.4 Assets Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeDate.

Accounts Receivable. (a) The Seller shall deliver to As of the Closing Date, Stockholders appoint Buyer, as Stockholders' agent without compensation but without Liability except for willful misconduct, to collect the Accounts Receivable. Buyer shall account to Agent, and remit to Agent, the amounts collected during the period in respect of Accounts Receivable as follows: (i) on or promptly before the twentieth (20th) day of the second complete calendar month after the Closing Date, pay the amounts collected up to the end of the previous month; and (ii) on or before the twentieth (20th) day of each succeeding month, remit the amounts collected during the month previous thereto. With each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Buyer shall, unless the remittance or an Accounts Receivable debtor specifies otherwise (and such debtor disputes such account), apply all amounts it receives from or for the benefit of any Accounts Receivable debtor first to pay the oldest undisputed Accounts Receivable of such debtor before applying any of such amounts to pay any obligation of such debtor to Buyer arising during, or otherwise attributable to, the period after the Effective Time. Buyer's agency to collect the Accounts Receivable shall expire as of midnight on the 120th day following the Closing Date. Within fifteen (15) business days thereafter, Buyer shall remit to Agent the amounts collected from the Closing Date until the date thereof that remain in Buyer's possession. Upon expiration of the agency, Buyer shall turn over to Agent all documents and records evidencing the Accounts Receivable which were paid to Agent hereunder and which remain uncollected and Stockholders shall assume sole responsibility for collection of any remaining Accounts Receivable. Buyer shall use commercially reasonable collection efforts (without receipt of to collect the Accounts Receivable, but shall not be required to institute any additional consideration from the Seller) legal proceedings to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), or to otherwise incur any cost or obligations in respect thereof other than in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means ordinary course of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actionbusiness. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer Stockholders shall have the right to use that collected payment take reasonably appropriate measures to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected collect any Accounts Receivable to Seller that are over sixty (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time60) days past due.

Accounts Receivable. Set forth on Schedule 3.9 is a list of all the accounts receivable of the Company as of November 30, 1997, which relate to the PPO Business. Such accounts receivable are, and any accounts receivable arising between such date and the Closing Date which relate to the PPO Business will be, valid and subsisting and all such accounts receivable (a"Accounts Receivable") arose or will have arisen in the Ordinary Course of the business of the Company. The Accounts Receivable are not and will not be on the Closing Date subject to any counterclaim, set-off, defense or Lien. Except to the extent of any reserve therefor on the Financial Statements, the Closing Balance Sheet or paid in full prior to Closing, the Accounts Receivable are and will be current and fully collectible. Any Accounts Receivable which have not been collected by the Company within ninety (90) days from the Closing Date will be returned to Seller and Seller will pay the Company (first, by set-off against amounts due or to become due under the CPFC Note, then from amounts held under the Escrow Agreement), the amount set forth on the Closing Balance Sheet for such Accounts Receivable, net of any applicable reserve. Buyer and Seller agree that the 90-day collection period set forth in the last sentence of the preceding paragraph shall deliver apply to BuyerAccounts Receivable which are included in the Closing Balance Sheet, and shall not apply to accounts of the Company's "self-bill/self-pay" clients on the Closing Date, a list of which is set fxxxx at Schedule 3.9(b) (it being understood that receivables of such clients are not included in the Closing Balance Sheet). Buyer and Seller agree that, with respect to payments by such "self-bill/self-pay" clients which are received by the Company during the 000 days following the Closing Date and which relate to a period prior to the Closing Date (and which are not included in the Closing Balance Sheet), the Company shall retain all of such payments and the principal balance of the CPFC Note shall be increased by the amount of such payments retained (to the extent such a payment relates to a period prior to the Closing Date). In the event any such payment by a "self-bill/self-pay" client relates partly to a period preceding the Closixx Xate and partly to the Closing Date or promptly a period after the Closing Date, a statement the payment will be pro rated based upon the number of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) days prior to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner period to which the payment relates divided by the total number of days in the entire period to which such payment relates, and that Buyer uses portion of the payment which relates to collect its own accounts receivable; provided, that Buyer the period prior to the Closing Date shall be not commence any Action added to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization principal balance of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCPFC Note.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Closing Date, Sellers shall deliver to Buyer a statement showing the name and amount of each account receivable of each Facility for services or goods performed or provided by such Facility before the Closing Date (the “Pre-Closing Accounts Receivable”), which statement shall also set forth the aging of such accounts receivable. Buyer shall perform the initial billing, rebilling and collections in the ordinary course of business of Pre-Closing Accounts Receivable for the benefit of Sellers for a period of two (2) months following the Closing Date in respect of which Buyer shall be entitled to indemnity pursuant to Section 7.2 hereof for Buyer’s documented costs of the personnel performing such services. All payments received by Buyer or Seller for services or goods performed or provided by the Facilities which have indicated on the check or other information accompanying the payment the period of care for which the payment is being made shall be applied to satisfaction of the Pre-Closing Accounts Receivable or the accounts receivable of Buyer arising on or after the Closing Date (“Post-Closing Accounts Receivable”), as the case may be, in accordance with the specification made by the payor. All payments received by the Buyer or any Seller that do not have indicated on the check or otherwise in a written communication from the person or entity making the payment the period of care for which the payment is being made shall be applied to satisfaction of the Pre-Closing Accounts Receivable first. Any excess remaining after such Pre-Closing Accounts Receivable shall have been paid shall be applied to satisfaction of the Post-Closing Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of If at any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner time that Buyer uses receives any payment which, under the terms of this paragraph, is to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization applied toward payment of the SellerPre-Closing Accounts Receivable, and, even if within five (5) days after the Seller provides such written authorizationend of each month, Buyer shall have no obligation forward such amounts received during such month to commence Sellers, and at any time that any Seller receives any payment which, under the terms of this paragraph, is to be applied toward payment of the Post-Closing Accounts Receivable, within five (5) days after the end of each month, Sellers shall forward such Actionamounts received during such month to Buyer. Buyer and Sellers shall send all payments each certify monthly for eighteen (18) months after the Closing the amount, if any, so received on the Accounts Receivable to the Seller by check or, at Buyerother party’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptaccount. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer Each party shall have the right to use that collected payment audit and inspect the other’s books and records (no more than four times annually) to pay the owed commissions to verify such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timecertifications.

Accounts Receivable. Schedule 6.06 sets forth a complete and correct list of all Accounts Receivable included in the calculation of the Estimated Net Working Capital and any adjustment to the Base Purchase Price pursuant to Section 2.05 (a) the “Closing Date Receivables”). The Seller shall deliver to Buyer, on or promptly after list of the Closing Date, a statement Date Receivables may be revised in connection with the determination of the Accounts ReceivableFinal Net Working Capital. Buyer agrees that it shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the Closing Date Receivables for a period beginning on of not less than one hundred twenty (120) days after the Closing Date (and ending on the 180th day an additional thirty (30) days thereafter (the “Collection Period”), in the same manner with respect to Closing Date Receivables that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable are existing but unbilled prior to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”Closing Date), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received If collections by Buyer with respect to the Accounts Receivable Closing Date Receivables during the preceding calendar month one hundred twenty (or, if 120) day period following the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredClosing Date (and an additional thirty (30) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated days thereafter with respect to any Accounts Receivable, shall be deposited Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, deficit being referred to as the “Specified PaymentsUncollected Receivables Amount”), unless Seller or Stockholders shall pay to Buyer an amount equal to the customer disputes Uncollected Receivables Amount within ten (10) days following written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount shall not be subject to the provisions of Article VIII or any limitations of liability set forth therein. Any such Accounts Receivable in writingpayment shall be deemed an adjustment to the Base Cash Payment. Upon receiving payment for the Uncollected Receivables Amount, Buyer shall assign such Closing Date Receivables to the Seller. If during the Collection Period a dispute arises with regard Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to an account included among the Accounts Receivablethis Section 6.06, Buyer shall promptly advise pay to Seller (or Stockholders, as applicable) the Seller thereof and shall return that account amount received by Buyer for such Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to the Seller. Any payments that are made directly to , the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use seek collection of any such Closing Date Receivables; provided, that collected payment the Seller shall provide written notice to pay the owed commissions to such Transferred Employees and then remit the remainder Buyer in advance of the collected Accounts Receivable to Seller (with documentation reflecting initiating any legal proceedings against the payment of commissions to account debtor on any such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeClosing Date Receivables.

Accounts Receivable. (a) The All Accounts Receivable shall remain the property of Seller. Seller hereby authorizes Buyer, however, to collect such receivables for a period of 180 days after the Closing. Seller shall deliver to BuyerBuyer a complete and detailed statement of each account within three days after Closing and Buyer shall use its commercially reasonable efforts, on or promptly after the Closing Dateconsistent with its customary collection practices for its own accounts receivable, without compensation, to collect each Account Receivable during such 180 days. During that period Buyer shall provide to Seller a detailed bi-monthly statement of the Accounts ReceivableReceivable showing amounts collected to the date, and amounts outstanding as of the same date, and, within 15 days of the end of the period covered by such statement, deliver to Seller the Accounts Receivable report and a check for the amounts collected during such period. All payments received by Buyer during the 180-day period following the Closing Date from a person obligated with respect to an Account Receivable shall be applied first to Seller's account and, only after full satisfaction thereof, to Buyer's account; provided, however, that if such person has, in the reasonable opinion of Buyer, a legitimate dispute with respect to such Account Receivable and Buyer also has an account receivable from such person, all payments received by Buyer during the 180-day period following the Closing Date from such person shall be applied first to Buyer's account and only after the earlier to occur of full satisfaction of Buyer's account or resolution of such dispute, to Seller's account. Buyer shall use commercially reasonable efforts (without receipt of not be required to refer any additional consideration from the Seller) Account Receivable to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)a collection agency or an attorney for collection, in the same manner that Buyer uses to collect its own accounts receivable; providednor shall it compromise, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counselsettle, or other third party, or adjust any Account Receivable having a value in excess of $5,000 without receiving the approval of Seller. Seller shall take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer action with respect to the Accounts Receivable during Receivable, such as litigation, until the preceding calendar month (orexpiration of such 180-day period. Following the expiration of said 180-day period, if the Collection Period ends on a day other than the last day of a calendar month, the month Seller shall be free to take such action as Seller may in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect its sole discretion determine to collect any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeoutstanding.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use good faith, commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during (which efforts specifically do not include the period beginning commencement of any Proceedings or ceasing to do business with any account debtor) in full within ninety (90) days after the Closing Date. In the event the aggregate amount collected by Buyer on account of the Accounts Receivable on or prior to the date ninety (90) days following the Closing Date and ending on is less than the 180th day thereafter amount of (a) the Accounts Receivable minus (b) the reserves against such Accounts Receivable reflected in Seller’s Final Net Current Asset Statement (the “Collection PeriodNet Accounts Receivable”), in then promptly following written notice thereof from Buyer to Seller, Seller shall pay to Buyer an amount equal to the same manner that difference between the amount actually collected by Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means on account of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining and the written authorization Net Accounts Receivable. In the event the aggregate amount collected by Buyer on account of the SellerAccounts Receivable on or prior to the date ninety (90) days following the Closing Date is greater than the Net Accounts Receivable, and, even if the Seller provides then promptly following such written authorizationdate, Buyer shall have no obligation pay to commence any such Action. Seller an amount equal to the difference between the amount actually collected by Buyer shall send all payments received on account of the Accounts Receivable to and the Seller Net Accounts Receivable. Any portion of the Accounts Receivable not collected by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds Buyer within ninety (without offset90) into an account designated by days following the Seller Closing Date (the “Seller AccountUncollected Receivables”), in either case within fifteen ) shall be referred by Buyer to an independent collection agency for collection. Any Uncollected Receivables that are collected on or prior to the date one hundred eighty (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20180) days after expiration following the Closing Date shall be paid, net of collection costs, by Buyer to Seller promptly following the collection thereof. Any Uncollected Receivables collected more than one hundred eighty (180) days following the Closing Date shall be paid to Buyer. For purposes of the Collection Period)foregoing, Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any all collected Accounts Receivable, shall net of collection costs, will be deposited (without offset) first allocated as indicated by Buyer in the Seller applicable account debtor, and if no such indication is provided, to the oldest outstanding Account (each Receivable of such payment, a “Specified Payment” and, collectively, the “Specified Payments”)account debtor, unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a subject to dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained or contested by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeaccount debtor.

Accounts Receivable. From and after the Closing, if any member of the Watco Group or the Greenbrier Group (or any of their respective Affiliates, other than the Joint Venture) receives or collects any funds relating to any accounts receivable, other than the Watco Excluded Accounts Receivable and the Greenbrier Excluded Accounts Receivable, as applicable, then such member of the Watco Group or the Greenbrier Group (or such Affiliate thereof), as applicable, shall, promptly after its receipt thereof, remit such funds to the Joint Venture. From and after the Closing, if the Joint Venture receives or collects any funds relating to any of the Watco Excluded Accounts Receivable or the Greenbrier Excluded Accounts Receivable, as applicable, then the Joint Venture shall, promptly after its receipt thereof, remit such funds to the applicable member of the Watco Group or the Greenbrier Group. To the extent (a) The Seller shall deliver the Joint Venture or Watco receives any payment from a Watco customer that is not identified as applying to Buyera specific account receivable, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer such payment shall be not commence any Action applied first to effect collection or employ any collection agency, legal counselthe oldest outstanding Watco Excluded Account Receivable for such customer, or other third party(b) the Joint Venture or Greenbrier receives any payment from a Greenbrier customer that is not identified as applying to a specific account receivable, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer payment shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable be applied first to the Seller by check or, at Buyer’s election, deposit oldest outstanding Greenbrier Excluded Account Receivable for such payments by wire transfer of immediately available funds customer. If (without offsetA) into an account designated by the Seller Joint Venture or Watco receives any payment for a Watco Excluded Account Receivable or (B) the “Seller Account”)Joint Venture or Greenbrier receives any payment for a Greenbrier Excluded Account Receivable, in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on after a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect payment has been applied pursuant to the Accounts Receivable during methodology in the preceding calendar month (orsentence, if and such payment is identified as applying to a Watco Excluded Account Receivable or a Greenbrier Excluded Account Receivable for which payments had already been applied pursuant to the Collection Period ends on a day other than the last day of a calendar monthpreceding sentence, the month parties shall cooperate in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect good faith to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account reimburse to the Seller. Any Joint Venture any payments that are made directly applied in excess of amounts owed to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discounteither Watco or Greenbrier, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeas applicable.

Accounts Receivable. (a) The Seller shall deliver to As of the Closing, WXON-TV, Inc. appoints Buyer, as WXON-TV, Inc.'s agent without compensation but without liability except for willful misconduct, to collect the Accounts Receivable. Buyer shall account to WXON-TV, Inc., and remit to WXON-TV, Inc., all amounts collected during the period in respect of Accounts Receivable as follows: (i) on or promptly before the twentieth (20th) day of the first complete calendar month after the Closing Date, pay all amounts collected up to the end of the previous month; and (ii) on or before the twentieth (20th) day of each succeeding month, remit all amounts collected during the month previous thereto. With each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Buyer shall, unless the remittance or an Accounts Receivable debtor specifies otherwise, apply all amounts it receives from or for the benefit of any Accounts Receivable debtor first to pay the oldest undisputed Accounts Receivable of such debtor before applying any of such amounts to pay any obligation of such debtor to Buyer arising during, or otherwise attributable to, the period after the Effective Time. Buyer's agency to collect the Accounts Receivable shall expire as of midnight on the 120th day following the Closing Date. Within fifteen (15) business days thereafter, Buyer shall remit to WXON-TV, Inc. all amounts collected still in Buyer's possession. Upon expiration of the agency, Buyer shall turn over to WXON-TV, Inc. all documents and records evidencing the Accounts Receivable which were paid to WXON-TV, Inc. hereunder and which remain uncollected and WXON-TV, Inc. shall assume sole responsibility for collection of any remaining Accounts Receivable. Buyer shall use commercially reasonable collection efforts (without receipt of to collect the Accounts Receivable, but shall not be required to institute any additional consideration from the Seller) legal proceedings to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), or to otherwise incur any cost or obligations in respect thereof other than in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means ordinary course of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timebusiness.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after After the Closing Date, the Buyer shall make commercially reasonable efforts in the ordinary course of business consistent with Seller's past practices to collect the Accounts Receivable. Payments on Accounts Receivable after the Effective Date shall be applied to the oldest accounts first, unless a statement debtor indicates the specific account it is paying, in which event payment shall be applied to that account. The Buyer and the Seller agree that they will not influence account specification pursuant to the preceding sentence. Nothing contained herein, however, shall prohibit accounts receivable generated by Buyer and arising after the Effective Date from being collected and applied by Buyer prior to any of the Accounts Receivable if there are commercially reasonable reasons to do so. In making decisions concerning the Accounts Receivable, Buyer shall be governed by the principal of treating the Accounts Receivable and the collection thereof in the same manner as it treats accounts receivable and the collection thereof that are generated by Buyer. Buyer shall furnish Seller monthly reports within thirty (30) days after each month end as to the amount of collections and remaining unpaid balances of the Accounts Receivable. Buyer shall use commercially reasonable efforts not compromise any of the Accounts Receivable, other than in accordance with pre-existing contractual allowances, without the prior written consent of Seller, which consent will not be unreasonably withheld (without receipt with reasonableness to be determined based on prior Seller and customary industry practice). Notwithstanding anything to the contrary contained therein, to the extent, if any, the noncollectability of any additional consideration from the Seller) to collect of the Accounts Receivable during is: (i) directly and solely attributable to a problem or dispute between a customer and the period beginning Division for work performed on a job for said customer (a "Customer Dispute") on or after the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Effective Date, in the same manner that Buyer uses to collect its own accounts receivable; provided, that then Buyer shall be not commence any Action have the right to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means seek indemnification from Seller for those amount of collections or pay any expenses to third parties to collect the unpaid Accounts Receivable without obtaining resulting therefrom; and (ii) due to a Customer Dispute involving problems or disputes occurring both before and after the written authorization of the Seller, and, even if the Seller provides such written authorizationEffective Date, Buyer and Seller shall have no obligation negotiate in good faith to commence any such Action. Buyer shall send all payments received on properly allocate the disputed amounts of the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”)respective Party, in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)which event, Buyer shall furnish not have the right to seek indemnification from Seller with a list (the “Aging Report”) to show the for those amounts received by of unpaid Accounts Receivable that Buyer with respect and Seller agree should be properly allocated to the Buyer, but Buyer shall be permitted to seek indemnification for those amounts of unpaid Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) that Buyer and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall agree should be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account properly allocated to the Seller. Any payments that are made directly to the For purposes of making such determination, Buyer and Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discountmake a good faith, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder reasonable analysis of the collected Accounts Receivable to Seller (with documentation reflecting job ticket(s) or other related forms and may conduct interviews of the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify Division's employees and other third parties to commence paying Buyer for accounts receivables relating to after involved with the Effective Timeparticular job(s) in dispute as well as the customer itself. In the absence of reaching an agreement, either Party may at any time avail itself of the remedies set forth in Section 9.7 of this Agreement.

Accounts Receivable. (a) The Seller With respect to the Stations, Xxxxxxxx shall deliver or cause to be delivered to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable best efforts (without receipt of any additional consideration from the SellerXxxxxxxx or any other Person) to collect the Accounts Receivable during the period beginning on the Closing 57 Date and ending on the 180th 120th day thereafter (the “Collection Period”), ) in the same manner that Buyer uses to collect its own and its Affiliates’ accounts receivable; provided, that Buyer shall not be not permitted to commence any Action Proceeding to effect collection or employ any collection agency, legal counsel, counsel or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the prior written authorization of the SellerXxxxxxxx, and, even if the Seller Xxxxxxxx provides such written authorization, Buyer shall have has no obligation to commence any such ActionProceeding. Buyer shall send all payments received on the Accounts Receivable to the Seller Xxxxxxxx (or any Person designated in writing with reasonable advance notice by Xxxxxxxx) by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller Xxxxxxxx (the “Seller AR Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth fifteenth (20th15th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty fifteen (2015) days after expiration of the Collection Period), Buyer shall furnish Seller Xxxxxxxx with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the a Station that was or is also a customer of the Seller Xxxxxxxx and/or Tribune and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller AR Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller Xxxxxxxx thereof and shall return that account to the SellerXxxxxxxx (or any Person designated in writing with reasonable advance notice by Xxxxxxxx). Any payments that are made directly to the Seller Xxxxxxxx (or any Person designated in writing with reasonable advance notice by Xxxxxxxx) during the Collection Period relating to the consisting of Accounts Receivable shall be retained by Xxxxxxxx (less any commissions in respect thereof, which shall be remitted to Buyer for payment in accordance with the Sellerfollowing sentence); provided, that any payments that are made directly to Xxxxxxxx or its Affiliates following the Effective Time relating to sales made or the operation of the Business following Closing shall be remitted promptly by Xxxxxxxx to Buyer. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts ReceivableReceivable except in accordance with the past practice of Xxxxxxxx, Tribune or their respective Affiliates; provided, that if any Transferred Employee is due a commission for any such collected payments payment due to a pre-Effective Time Closing sale order, then Buyer shall have the right right, unless Buyer received a credit for such commission in accordance with Section 2.08, to use that such collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller Xxxxxxxx (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time; provided, that at Buyer’s sole cost and expense, Xxxxxxxx shall provide such cooperation and reasonable assistance with respect thereto as is reasonably requested by Buyer.

Accounts Receivable. (a) The Seller shall deliver Buyer acknowledges that all accounts receivable in connection with the operation of the Stations, including but not limited to Buyer, on or promptly after accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date and other broadcast revenues for services performed prior to the Closing Date, a statement shall remain the property of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date Seller and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall not acquire any beneficial right of interest herein or responsibility therefor, with the following exception: for a period of ninety (90) days following the Closing Date, Buyer agrees to use reasonable efforts to collect such accounts receivable in the normal and ordinary course of business and will apply all such amounts collected to the account debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Buyer may be applied to Buyer's account where (i) there is a pre-existing bona fide dispute between Seller and such account debtor with respect to such account or where the account debtor specifically designates that payment is to be applied to Buyer's account; (ii) Buyer has notified Seller of such dispute or specific designation of payment by the account debtor; and (iii) thirty (30) days have elapsed since the date notice was given by Buyer to Seller and such account remains subject to dispute or such account debtor has not commence any Action rescinded its specific designation of payment. Such obligation and authority shall not extend to effect the institution of litigation, employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection unless authorized in writing by Seller. Buyer agrees to cooperate with Seller as to any litigation or pay any expenses to third parties other collection efforts instituted by Seller to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actiondelinquent accounts receivable. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within Within fifteen (15) Business Days of receipt. On days following the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)first three (3) months subsequent to the Closing Date, Buyer shall deliver to Seller a statement or report showing all such collections effected since the Closing Date, together with a check or draft for the amount of such collections, net of commissions. If at any time Buyer determines that any such accounts are uncollectible, Buyer shall notify Seller of such determination; and upon Seller's written request, and in any event on the 90th day following the Closing Date, Buyer shall furnish or make available to Seller with a list (all records, files and data relating to the “Aging Report”) to show the amounts received by collection efforts of Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeaccounts.

Accounts Receivable. (a) The Seller (a) Promptly after the later of (x) 120 days from the Closing Date and (y) five Business Days after the determination of the Final Closing Balance Sheet in accordance with Section 1.7 (the "Adjustment Date"), Purchaser shall deliver a written notice (the "Purchaser Receivables Notice") to Buyer, on or promptly Seller (after receipt of a report from Seller indicating the amount of Accounts Receivable collected by Seller after the Closing Date, a statement ) which states either (i) that as of the Adjustment Date Purchaser has not been paid in full in respect of all Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) outstanding as of the Closing as set forth on the Final Closing Balance Sheet (the "Final Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even accordingly, Purchaser shall be entitled to receive out of the Escrow Fund the excess of (x) the amount of the Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) over (y) the amount of payments actually received by Purchaser or any of its Affiliates in respect of the Final Accounts Receivable (such excess, the "Adjustment Amount"), or (ii) that Purchaser has been paid in full in respect of all Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts). Upon receipt of the Purchaser Receivables Notice by Seller, Purchaser and Seller shall promptly prepare and deliver a written notice to the Escrow Agent, in accordance with the terms and conditions of the Escrow Agreement, which restates the information set forth in the Purchaser Receivables Notice (the "Receivables Notice"). Upon receipt of the Receivables Notice, and only if the Seller provides such written authorizationReceivables Notice indicates that Purchaser is entitled to receive an amount of funds set forth therein pursuant to this Section 4.17, Buyer the Escrow Agent shall have no obligation promptly remit to commence any such Action. Buyer shall send Purchaser, in exchange for Purchaser's transfer of all payments received on the unpaid Final Accounts Receivable to Seller, a sum, in immediately available same day funds, equal to the Seller Adjustment Amount. In calculating the Adjustment Amount pursuant to this Section 4.17, payments received by check or, at Buyer’s election, deposit such payments by wire Purchaser or its Affiliates in respect of Final Accounts Receivable before the transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected unpaid Final Accounts Receivable to Seller (pursuant to this Section 4.17 shall be credited as directed by the account debtor, or if no direction is provided, first to the oldest Final Account Receivable of that customer until all Final Accounts Receivable with documentation reflecting the respect to that customer are paid in full; provided, however, that once Seller receives a non-directed payment of commissions from an account debtor, it will promptly forward to Purchaser all payment support information related to such Transferred Employees). Buyer shall payment for review and, if Purchaser and Seller jointly determine that such non-directed payment should be responsible credited to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.another Final

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after constitutes and appoints Buyer as its exclusive agent for the Closing Date, a statement purpose of collecting all of the Accounts Receivable as of the Closing Date that are included in the Purchased Assets. Buyer is authorized and empowered, in the name and on behalf of Seller, to take all legally permissible actions and to cause all such actions to be taken as are or may become necessary to collect such Accounts Receivable, including the power and authority to endorse checks, drafts and other negotiable instruments made payable to Seller, the ability to demand and receive payments under and pursuant to the terms of letters of credit issued for the benefit of Seller, and the ability to deposit the proceeds from each of the foregoing into an account or accounts owned or maintained by Buyer. Buyer shall use commercially reasonable efforts (without receipt not agree with any customer to the reduction or compromise of any additional consideration from amounts that were due to Seller at or prior to the Seller) to collect the Closing without Parent’s prior written consent, which consent shall not be withheld unreasonably. All Accounts Receivable during that are included in the period beginning on Purchased Assets but not collected by Buyer within one hundred twenty (120) days following the Closing Date and ending on the 180th day thereafter (the “Collection PeriodDelinquent Accounts”), ) shall first be off set against any reserve for bad debts on the books of Seller at the Closing and to the extent in the same manner excess of that Buyer uses to collect its own accounts receivable; provided, that Buyer amount shall be not commence any Action repurchased by Seller or Parent at the full invoiced amount of such Delinquent Account, at Parent’s option, either pursuant to effect collection a direct cash payment to Buyer or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization an offset of the Seller Note. All such repurchased Delinquent Accounts shall be assigned by Buyer to Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts All sums received by Buyer with respect for Delinquent Accounts repurchased by Seller shall be remitted to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends Seller on a day other than the last day of a calendar month, the month in which the Collection Period expired) monthly basis less any outside collection fees or legal fees and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) expenses actually incurred by Buyer in the Seller Account (each collection of such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeDelinquent Accounts.

Accounts Receivable. (a) The Seller shall deliver to BuyerAfter the Effective Time, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially Purchaser agrees that it will exercise reasonable efforts (without receipt of any additional consideration from the Seller) diligence in endeavouring to collect or cause to be collected all amounts owing in respect of the Accounts Receivable during the period beginning on from the Closing Date and ending on to the 180th day thereafter date that is six (6) months after the Closing Date (the “Collection Period”"COLLECTION PERIOD"), . Such diligence shall be no less than the Purchaser exercises in the same manner that Buyer uses to collect collection of its own accounts receivable; provided. Purchaser further agrees that it shall not waive, that Buyer shall be not commence settle or compromise the collection of any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization consent of the SellerVendor. The Purchaser may not grant time, andrenewals, even if extensions or indulgences to any customer that has not paid the Seller provides Accounts Receivable and may not accept compositions from any such written authorization, Buyer shall have no customer or give up or modify or abstain from perfecting or taking advantage of any security or contracts held as collateral therefor without consent of the Vendor. Upon the expiry of the Collection Period the Purchaser's obligation to commence collect Accounts Receivable shall cease and thereupon the Purchaser shall assign any such Action. Buyer shall send all payments received on the uncollected Accounts Receivable to the Seller by check orVendor and deliver to the Vendor any books and records necessary for the Vendor to collect such uncollected Accounts Receivable. Upon such assignment, at Buyer’s election, deposit such the Vendor will pay to the Purchaser the face amount of the uncollected Accounts Receivable plus an amount equal to any shortfall in collecting the face amount of any Accounts Receivable as a result of the Vendor's discount policy for early payment thereof. From and after the expiry of the Collection Period any payments by wire transfer of immediately available funds (without offset) into an account designated received by the Seller (Purchaser on account of the “Seller Account”), uncollected Accounts Receivable assigned to the Vendor shall be received in either case within fifteen (15) Business Days of receipttrust for the Vendor and shall be remitted forthwith to the Vendor. On To the twentieth (20th) day of each calendar month extent that during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect any customers return for refund or credit any goods sold prior to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar monthClosing Date, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account Vendor will pay to the Seller. Any payments that are made directly to Purchaser the Seller during face amount of such refunds or credits less the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for realizable value of such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timereturned goods.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Closing Date, a statement as additional Purchase Price, Buyers shall cause Rio to, and Rio shall, transfer, convey, assign and deliver to the Sellers, and the Sellers shall acquire from Rio, all right, title and interest in and to all Accounts Receivable owned by Rio as of the Effective Time (the “Rio Transferred Accounts Receivable”), free and clear of any Encumbrances, pursuant to the Xxxx of Sale and Assignment Agreement in the form attached to Exhibit 2.4 (the “Xxxx of Sale and Assignment Agreement”), except that Rio shall retain certain Accounts Receivable from Honduran customers (the “Honduran Accounts Receivable”) and the Honduran Accounts Receivable shall not constitute part of the Rio Transferred Accounts Receivable. On or prior to the Closing Date, the Parties shall in good faith determine and agree upon the Rio Transferred Accounts Receivable and the Honduran Accounts Receivable and shall attach a final list thereof as Exhibit 2.4. Buyers and Rio acknowledge and agree that (a) (i) the Rio Transferred Accounts Receivable (after giving effect to the Closing) and (ii) all Accounts Receivable owned by Hampshire, International or any of their Affiliates (other than Rio) (pertaining to the Rio Business or otherwise) (the “Hampshire Accounts Receivable”) shall be the property of Hampshire, International or such Affiliate, as the case may be, and (b) if any Buyer or Rio receives any payments of Rio Transferred Accounts Receivable or Hampshire Accounts Receivable, Buyers and Rio shall use commercially reasonable efforts (without receipt of any additional consideration from promptly remit the Seller) amount thereof to Hampshire, as agent for Sellers. Sellers shall have the right to collect the Rio Transferred Accounts Receivable during directly from the applicable customers. The Parties agree that collections from any account debtor shall be applied to the earliest open receivable due from that account debtor. During the period beginning on the Closing Execution Date and ending on ninety (90) days after the 180th day thereafter Closing Date (the “Collection Period”), in Sellers or its lender (as Sellers shall determine) (the same manner that Buyer uses “Designated Collector”) shall be entitled to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the all Accounts Receivable without obtaining the written authorization payable by any customer of the SellerRio, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer and Buyers and Rio shall send a letter, in form acceptable to Sellers (the “Instruction Letter”), to the customers of Rio informing such customers that the Rio Transferred Accounts Receivable have been assigned to Sellers and instructing such customers to make all payments received on to the Designated Collector. Buyers and Sellers shall, and shall instruct their respective lender(s) to, remit to the proper Party, in accordance with this Section, any Accounts Receivable that are collected. For the avoidance of doubt, after a Rio customer has paid all its Rio Transferred Accounts Receivable to the Seller by check orSellers, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated any amounts collected thereafter by the Seller (Designated Collector which pertain to an Accounts Receivable of Rio shall be remitted by the “Seller Account”), in either case within fifteen (15) Business Days of receiptDesignated Collector to Rio. On the twentieth (20th) day of each calendar month during During the Collection Period (andPeriod, if Buyers and Rio shall not change or modify the Collection Period ends on a day other than Instruction Letter, or the last day of a calendar month, within twenty (20) days after expiration instructions contained herein. After the end of the Collection Period), Buyer and Sellers shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect confer as to the status of payments of the Rio Transferred Accounts Receivable during and modify the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeInstruction Letter as mutually agreed.

Accounts Receivable. All accounts receivable included within the Purchased Assets of the Asset Selling Entities (ai) arose in the ordinary course of business and were determined in accordance with GAAP, (ii) represent bona fide claims against debtors for sales, leases, licenses and other charges, and (iii) are not subject to any discount, contingency, claim of off-set or recoupment or counterclaim in accordance with GAAP in excess of $25,000 in the aggregate, net of any applicable reserves or allowances as set forth on SCHEDULE 3.31 (including, for purposes hereof, all subschedules annexed hereto which include references to "3.31" in the captions thereof) annexed hereto. The Seller Asset Selling Entities own or owned all right, title and interest in and to such accounts receivable, subject to the Liens described on SCHEDULE 3.11 annexed hereto all of which Liens shall deliver be released at or prior to BuyerClosing. The amount carried for allowances, including, without limitation, markdowns, price protection, bad debt allowance and reserves, are sufficient to provide for any losses which may be sustained on or promptly after realization of the accounts receivable included within the Purchased Assets of the Asset Selling Entities. The aged accounts receivable report of CellStar and its Subsidiaries, and in respect of the Business, delivered by CellStar to Buyer as of September 30, 2006 and attached as SCHEDULE 3.31 (which shall be updated as of a date within ten (10) days prior to the Closing Date) is true, a statement complete and accurate in all material respects. All accounts receivable shown in the Business Financial Statements, or arising after the date of the Accounts Receivable. Buyer shall use commercially reasonable efforts Business Financial Statements, which are or were the subject of the Sellers' factoring arrangements relating to its Miami operations (without receipt "FACTORING ARRANGEMENTS") arose through the sale of goods which conformed in all respects to the requirements of such Factoring Arrangements and do not, and will not, give rise to any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)claim for recourse, in the same manner that Buyer uses to collect its own accounts receivable; providedrefund, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, recoupment or other third party, or take any other extraordinary means adjustment and have properly been accounted for as a sale of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), receivables in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller accordance with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeGAAP.

Accounts Receivable. (a) The At the Closing, Seller shall designate Buyer as its agent to collect the Accounts Receivable. Seller shall deliver to Buyer, Buyer on or promptly as soon as practicable after the Closing Datedate a complete and detailed statement showing the name, a statement amount and age of each Account Receivable. Subject to and limited by the following, collections of the Accounts ReceivableReceivable will be for the account of Seller. Buyer shall use commercially reasonable efforts (without receipt endeavor in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during the for a period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a the third full calendar month, within twenty month beginning after the Closing Date (20) days after expiration of the "Collection Period"), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a any customer with an account which is an Account Receivable shall first be applied in reduction of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Account Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes has disputed such application and directs otherwise. On or before the 15th day after the last day of each calendar month during the Collection Period, Buyer shall furnish Seller with a list of , and pay over to Seller, the amounts collected during such calendar month with respect to the Accounts Receivable. Buyer shall provide Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. As Seller's agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable or to refer any of such Accounts Receivable in writing. If during to a collection agency or to any attorney for collection, and Buyer shall not make any such referral or compromise, nor settle or adjust the Collection Period a dispute arises with regard to an account included among the Accounts amount of any such Account Receivable, Buyer shall promptly advise except with the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the approval of Seller. Buyer shall not discountincur no liability to Seller for any uncollected account. During the Collection Period, offsetwithout specific agreement with Buyer to the contrary, adjust or otherwise compromise neither Seller nor its agents shall make any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder direct solicitation of the collected Accounts Account Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timecollection purposes.

Accounts Receivable. All those accounts receivable which were accrued and earned in connection with the operation of the Club Facilities prior to the Closing Date (ahereinafter “Receivables”) The shall be deemed the property of Seller and the right to collect the Receivables retained by Seller. As of the Closing Date, the Seller shall deliver to BuyerPurchaser a detailed list of all of said Receivables, and the list of Receivables is more particularly described in Exhibit 6.2(k). If the actual amount of Receivables is not known on or promptly after the Closing Date, a statement the list shall be based on the Receivables in existence on the most recent date prior to the Closing Date that the Receivables may be practicably determined, and the list updated after the Closing. Irrespective of Seller’s ownership of the Accounts Receivable. Buyer Receivables, for ninety (90) days after the Closing, Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from provide appropriate notices as to the Seller) Receivables to the parties who are obligated therefore and seek to collect the Accounts same as part of normal billing and collection practices. As funds are received by Purchaser from each such party, Purchaser shall credit the received funds first to the portion which constitutes a Receivable during due Seller from such party by remitting the period beginning on same to Seller within ten (10) days of the end of each calendar month. At the end of the third full calendar month after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in unless otherwise agreed by Purchaser and Seller, Purchaser shall have no further obligation with respect to the same manner that Buyer uses to collect its own accounts receivableReceivables and Seller shall be solely responsible for all further collection activities related thereto; provided, however, that Buyer should any payments expressly designated as a payment related to a Receivable be received by Purchaser after the Collection Period, 100% of such amounts shall be not commence any Action promptly remitted to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if provided further, upon notice from Seller, Purchaser shall suspend the Seller provides such written authorization, Buyer shall have no obligation to commence membership privileges of any such Action. Buyer shall send all payments received on member whose Receivables account remains unpaid at the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer end of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station until such time as that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an member’s Receivables account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timehas been satisfied.

Accounts Receivable. (a) The After the Closing, the Buyer will attempt to collect the Seller Accounts Receivable that were included in the Purchased Assets and the Accounts Receivable of the Seller Foreign Subsidiaries and Pipeline Seal U.K. properly included in the calculation of Closing Net Working Capital (the “Seller Foreign Accounts Receivable”), all in accordance with the reasonable past collection practices and procedures of the Business (but without resort to litigation or the use of collection agencies or similar efforts). If an account debtor of the Business specifies that any one or more of the payments made by such account debtor is being made with respect to a particular outstanding Account Receivable of such account debtor to the Buyer (either in writing or upon follow-up telephone conversations between the Buyer and the debtor), such payment will be applied against such Account Receivable so specified. In the absence of such specification, any payments made by account debtors to the Buyer with respect to the Accounts Receivable shall deliver be applied first to the then-oldest outstanding Account Receivable from such account debtor. Upon the Buyer, on or promptly ’s written request from and after the date 180 days after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts either (without receipt of any additional consideration from the Selleri) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Parties will pay the Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments (by wire transfer of immediately available funds (without offset) into to an account designated specified by the Buyer) an amount equal to (A) the uncollected amount of the Seller Accounts Receivable and the Seller Foreign Accounts Receivable less (B) the amount of any reserve for doubtful accounts reflected in the calculation of Closing Net Working Capital (the “Seller AccountNet A/R Amount”), in either case within fifteen or (15ii) Business Days of receipt. On the twentieth Buyer and the Sellers’ Representative (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration behalf of the Collection PeriodSeller Parties) shall direct the Escrow Agent to pay to the Buyer the Net A/R Amount from the Escrow Amount and upon receipt of the foregoing payment from the Seller Parties or the Escrow Agent, the Buyer will assign to the Seller Parties all uncollected Seller Accounts Receivable and Seller Foreign Accounts Receivable (together with all claims associated therewith). The Buyer, Buyer shall furnish on the one hand, and the Seller with a list (Parties, on the “Aging Report”) other, will promptly forward to show the other any amounts received by Buyer with respect to the such party as payment of Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained owned by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeother hereunder.

Accounts Receivable. (a) In the event of any delinquency or nonpayment of any portion of a Long Term Note, the Shareholders shall be obligated to satisfy such deficiency in the same manner as specified below for all other receivables of the Acquired Corporations. The Seller shall deliver Surviving Corporation will use reasonable efforts in accordance with its customary collection practices to Buyercollect all such notes receivable, the accounts receivable, debit balances in the company payables of the Acquired Corporations. However, if, after the last day of the three-month period commencing on or promptly after the Closing Date, a statement the Surviving Corporation shall not have received payment of the Accounts Receivable. Buyer accounts receivable, notes receivable, debit balances in the company payables (other than Long Term Notes) of the Surviving Corporation in the aggregate amount reflected in the Acquisition Audited Balance Sheet, less the reserve for bad debts stated therein, then, upon notice to the Shareholders, and the submission to him from time to time of reasonable evidence of nonpayment, the Shareholders shall use commercially reasonable efforts (without receipt at such times be unconditionally obligated to forthwith pay the full amount of the difference to the Surviving Corporation against the delivery to the Shareholders of an assignment of such defaulted accounts, notes, balances and payables and of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence security held for any such Actionaccounts, notes, balances and payables. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit In such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar monthevent, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer Shareholders shall have the right to use that collected payment to pay institute any collection proceedings desired in the owed commissions to such Transferred Employees and then remit the remainder name of the collected Accounts Receivable to Seller (with documentation reflecting Agency, provided that the payment Shareholders shall indemnify and hold harmless the Surviving Corporation from and against any and all demands, claims, actions and causes of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables action arising out of or in any manner relating to after or arising out of any such collection proceeding, and from and against any and all loss, damage, liability, cost and expense, including attorneys' fees at the Effective Time.trial level and in connection with all appellate proceedings, incident thereto. 12.6

Accounts Receivable. (a) The At the TBA Date, Seller shall assign to Buyer for collection purposes only all Accounts Receivable. Seller shall deliver to Buyer, Buyer on or promptly as soon as practicable after the Closing DateTBA Date a complete and detailed statement showing the name, a statement amount and age of each Account Receivable. Subject to and limited by the following, collections of the Accounts ReceivableReceivable will be for the account of Seller. Buyer shall use commercially reasonable efforts (without receipt endeavor in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during the for a period beginning on the Closing Date and ending on the 180th day thereafter of ninety (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2090) days after expiration of the TBA Date (the "Collection Period"), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a any customer with an account which is an Account Receivable shall first be applied in reduction of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Account Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable otherwise directs in writing. If during During the Collection Period a dispute arises with regard to an account included among the Accounts ReceivablePeriod, Buyer shall promptly advise furnish Seller with a list of, and pay over to Seller, without set-off or deduction, the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller amounts collected during the Collection Period relating such calendar month with respect to the Accounts Receivable on a monthly basis; no later than the 15th day of each month. Buyer shall provide Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, Buyer and Seller shall meet to mutually and in good faith analyze any uncollected Account Receivable to determine if the same, in their reasonable business judgment, are deemed to be retained by collectable and if Buyer desires to retain such Account in the interest of maintaining an advertising relationship. As to each such Account, Buyer and Seller shall negotiate a good faith value of such Account, which Buyer shall pay to Seller if Buyer, in its sole discretion, chooses to retain such Account. Seller shall retain the right to collect any Account as to which the parties are unable to reach agreement as to a good faith value, and Buyer agrees to turn over to Seller any payments received against any such Account. As Seller's agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such Account Receivable, except with the approval of Seller. Buyer shall not discount, offset, adjust or otherwise compromise incur no liability to Seller for any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then uncollected account unless Buyer shall have engaged in willful misconduct or gross negligence in the right collection of such account. During and after the Collection Period, without specific agreement with Buyer to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder contrary, neither Seller nor its agents shall make any direct solicitation of the collected Accounts Receivable to for collection purposes except for Accounts retained by Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCollection Period.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing DateAdjustment Time until the one hundred and twentieth (120th) day following the Adjustment Time (the "Collection Period"), a statement of the Accounts Receivable. Buyer shall agrees to use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect collect, as agent for Sellers, the Accounts Receivable during of the period beginning on Sellers as of the Closing Date and ending on the 180th day thereafter Adjustment Time (the “Collection Period”), "Pre-TBA Receivables") in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received regularly pursued by Buyer with respect to the Accounts Receivable during collection of its accounts receivable and in the preceding calendar month ordinary course of business. Buyer shall hold the proceeds collected from Pre-TBA Receivables (or, if which may be commingled with other funds of Buyer and/or used by Buyer for its own purposes) pending remittance to Sellers as provided in this Section 2.9. Within ten (10) days following the end of the Collection Period ends on a day other than Period, Buyer shall pay to the last day Sellers in immediately available funds all proceeds of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received Pre-TBA Receivables actually collected by Buyer during the Collection Period from a customer Period, minus the amount of all the Accounts Payable of the Station that was or is also a customer Sellers as of the Seller and Adjustment Time (the "Pre-TBA Payables") actually paid by Buyer, assumed by Buyer, or reimbursed by Buyer to Sellers under the TBA Agreement (provided that is obligated with respect in the event the amount of such Accounts Payable exceeds the proceeds of Pre-TBA Receivables actually collected by Buyer, then the Sellers shall pay such difference to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account same manner). On the tenth (each 10th) day following the end of the Collection Period, Buyer will deliver to Sellers all records of uncollected Pre-TBA Receivables (provided that Buyer may retain copies of such paymentrecords). In the collection of accounts receivable, a “Specified Payment” andall payments received by Buyer from account debtors will be applied first to the Pre-TBA Receivables and then to Buyer's accounts receivable, collectivelyin the order of origination (i.e., the “Specified Payments”"first-in, first-out"), unless the customer disputes such Accounts account debtor specifies otherwise, in which case the proceeds shall be applied as specifically designated by the account debtor. Buyer will take no action to encourage an account debtor to dispute its obligation to pay any billing that relates to a Pre-TBA Receivable or to specify that any payment be applied to xxxxxxxx other than in writingchronological order. If during Buyer or Sellers will promptly deliver to the Collection Period other a true copy of any notice of a dispute arises with regard as to the validity or enforceability of a Pre-TBA Receivable received from an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Sellerdebtor. Buyer shall not discountagree to any settlement, offsetdiscount or reduction of any Pre-TBA Receivable without the prior written consent of Sellers. Buyer's collection obligation under this Section 2.9 shall not include any obligation to bring suit, adjust engage a collection agent or otherwise compromise take any legal action for the collection of any Pre-TBA Receivable. After the Collection Period, Buyer shall, if requested by Sellers, execute and deliver letters, in form and substance reasonably satisfactory to Sellers and Buyer, to the effect that the respective account debtor should send payments on the Pre-TBA Receivables to Sellers' designee. In the event this Agreement is terminated prior to the end of the Collection Period (or prior to the making of the payment described above) for any reason, promptly but in any event within ten (10) days thereafter, Buyer shall deliver to Seller, in immediately available funds, an amount equal to (i) the proceeds of all Pre-TBA Receivables collected by Buyer from and after the Adjustment Time less (ii) all Pre-TBA Payables actually paid by Buyer or reimbursed by Buyer to Sellers under the TBA Agreement (provided that in the event the amount of such Accounts Receivable; provided, that if any Transferred Employee is due a commission for such Payable exceeds the proceeds of Pre-TBA Receivables actually collected payments due to a pre-Effective Time sale orderby Buyer, then the Sellers shall pay such difference to Buyer shall have in the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employeessame manner). Buyer Notwithstanding anything to the contrary herein, this Section 2.9 shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after survive the Effective Timetermination of this Agreement.

Accounts Receivable. (a) The Seller Effective, if at all, upon the earlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, Citicasters hereby appoints American its agent and American hereby appoints Citicasters its agent for the purpose of collecting all Accounts Receivable relating to the Citicasters Station and the American Stations, respectively. Each party shall deliver to Buyer, the other on or promptly as soon as practicable after the Closing Date, a statement earlier to occur of the applicable TBA Date or the Closing Date (but, in any event, within ten (10) days after such earlier date) a complete and detailed statement showing the name, amount and age of each Account Receivable of its Stations. Subject to and limited by the following, revenues relating to the Citicasters Accounts ReceivableReceivable and the American Accounts Receivable will be for the account of Citicasters and American, respectively. Buyer Each agent shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) same collection procedures as it uses with respect to its own accounts receivable to collect the Accounts Receivable during with respect to which it is acting as agent for a period of ninety (90) days after the period beginning on the Closing applicable Cut-off Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments Any payment received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month party during the Collection Period (andfrom any customer with an account which is an Account Receivable with respect to which it is acting as agent shall first be applied in reduction of such Account Receivable, if unless the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of customer indicates otherwise in writing. During the Collection Period), Buyer each agent shall furnish Seller the other with a list (of, and pay over to the “Aging Report”) to show other, the amounts received by Buyer collected with respect to the Accounts Receivable during with respect to which it is acting as agent within five (5) days after the preceding calendar end of each month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from Period. Each agent shall provide the other with a customer final accounting on or before the fifteenth (15th) day following the end of the Station that was or is also a customer Collection Period. Upon the request of either agent at and after such time, the Seller parties shall meet to mutually and that is obligated in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if the party which acted as agent with respect thereto desires to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes retain such Accounts Receivable in writingthe interest of maintaining an advertising relationship. If during the Collection Period a dispute arises with regard As to an account included among the each such Accounts Receivable, Buyer the parties shall promptly advise in good faith attempt to negotiate the Seller thereof and value of such Accounts Receivable, which the purchasing party shall return that account pay to the Sellerother if the purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Any payments that Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are made directly unable to reach agreement as to such value, and each party agrees to turn over to the Seller during the Collection Period relating other any payments received against any such Accounts Receivable. Neither agent shall be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and neither party shall be make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of the other party. Neither agent shall incur any liability to any other party for any uncollected Accounts Receivable unless such agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with the agent with respect thereto to the contrary, none of the assigning parties nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to assigning party after the Effective TimeCollection Period.

Accounts Receivable. (a) The Seller Following the Closing Date, Purchaser shall deliver use its reasonable best efforts to Buyercollect in full all Receivables of Company sold to Purchaser as part of the Assets. All monies received by Purchaser after the Closing from a party from whom a Receivable is due at the Closing Date shall first be applied to the specific invoice identified by the manufacturer on the payment voucher. If the payment voucher does not indicate the invoice to which it applies, then Purchaser shall call the manufacturer to identify the invoice. If the invoice cannot be identified through any such call, then it shall be applied against the oldest invoice then outstanding for such manufacturer. Any Receivables of Company sold to Purchaser hereunder that are not collected on or promptly before the one hundred eightieth (180th) day after the date of delivery of the goods that gave rise to the Receivable shall be purchased, at Purchaser's election, by Company from Purchaser for the amount of such Receivable. However, such Receivables shall be reduced by (i) any credit balance taken into income by Purchaser in 1996, consistent with Company's past accounting policy of taking into income credits over one year old, relating to (A) all credit balances of Company's vendors outstanding as of December 31, 1995 or (B) credit balances that have arisen for payments by such vendors for invoices that are dated prior to January 1, 1996; and (ii) credits to Purchaser's income in 1996 relating to adjustments to Company's accounts payable assumed by Purchaser under this Agreement, PROVIDED, HOWEVER, that all such foregoing credits shall be reduced by any disallowed credits and bad debt offsets that Purchaser is subject to relating to the Receivables acquired under this Agreement. In addition, Company shall not be required to repurchase any Receivables pursuant to this subsection 4(m) until the cumulative amount subject to such repurchase obligation is at least $20,000. Not later than the fifteenth (15th) day of each full calendar month following the Closing Date, through and including the sixth full calendar month subsequent to the Closing Date, Purchaser shall provide Company with a schedule of all of the Receivables of Company sold to Purchaser as part of the Assets, showing the outstanding balance of each such Receivable. If, after the Closing Date, a statement of the Accounts Receivable. Buyer Purchaser shall use commercially reasonable efforts (without receipt be notified of any additional consideration from dispute as to the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection amount or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means payment of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check orReceivable, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Purchaser shall furnish Seller with a list (the “Aging Report”) prompt notice thereof to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCompany.

Accounts Receivable. (a) The Seller shall deliver to Buyer, Trade Accounts Receivable reflected on or promptly the Estimated Closing Date Working Capital statement and the Trade Accounts Receivable as of the Effective Time are set forth on Schedule 2.1.1.3. For a period of 90 days after the Closing DateClosing, a statement of Buyer will use commercially reasonable efforts to collect the Accounts Receivable. Such efforts shall not require Buyer to employ commercial collection agencies or file suit. Unless otherwise explicitly directed by a customer, all Accounts Receivable payments received by Buyer during the 90-day period shall be applied to the appropriate customer’s oldest invoice(s) first. Within 15 days after expiration of the 90-day period following the Closing, Buyer shall use commercially reasonable efforts (without receipt provide to Seller a list of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter for which Buyer has not received a full payment (the “Collection PeriodUncollected Accounts Receivable”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means . Within 15 days of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization receipt of the Sellerlist of Uncollected Accounts Receivable, andSeller shall pay to Buyer, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by funds, the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (andamount, if any, by which the Collection Period ends Uncollected Accounts Receivable exceed the reserve for doubtful or uncollectible accounts in the calculation on a the Statement of Closing Date Working Capital (except to the extent the failure to collect such Uncollected Accounts Receivable have already been taken into account in the Statement of Closing Date Working Capital). If Seller fails to make such payment within such 15-day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)period, Buyer shall furnish be entitled, in addition to any other remedy, to set off the amount of the Uncollected Accounts Receivable from Earn Out Payment(s) due to Seller with a list (the “Aging Report”) pursuant to show the amounts Section 3.5 hereof. Seller agrees to promptly forward to Buyer any and all payment for any Trade Accounts Receivable received by Buyer with respect to Seller during such 90-day period following the Accounts Receivable during Closing. After the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer conclusion of the Station that was or is also a customer 90-day period, should Buyer collect any of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Uncollected Accounts Receivable, Buyer shall promptly advise the remit any such Uncollected Accounts Receivables to Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise will assign any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Uncollected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeat Seller’s request.

Accounts Receivable. (a) The Promptly after the closing, Seller shall deliver furnish to Buyer a list of the Accounts Receivable that arose out of the operations of the Stations as of the close of business on the Closing Date but are due and payable thereafter. For a period of six months after the closing, Buyer, on or promptly as Seller's agent, shall, without compensation, collect the Accounts Receivable for Seller. Within 10 days after the Closing Datelast day of each month during the six-month period, Buyer shall remit to Seller the amount collected by Buyer during that month with respect to the Accounts Receivable and Buyer shall provide Seller with a statement report setting forth the Accounts Receivable collected by Buyer that month. Buyer shall furnish Seller with such records and other information as Seller may reasonably require to verify the amounts collected by Buyer with respect to the Account Receivable. (b) For the purpose of determining amounts collected by Buyer with respect to the Accounts Receivable, (i) in the absence of a dispute between an account debtor and Seller, all payments by an account debtor shall first be applied to Accounts Receivable due from the account debtor, and (ii) any amount received by Buyer which is from an account debtor who claims to have a dispute with Seller shall be applied as follows: first to any Accounts Receivable (or portion thereof) that is not disputed; then to any accounts receivable due Buyer; and finally to any disputed Accounts Receivable. (c) Buyer shall not be required to retain a collection agency, bring any suit, or take any other action out of the ordinary course of business to collect any of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt not compromise, settle or adjust the amount of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization consent of Seller. (d) Seller shall promptly remit to Buyer any Account Receivable or account receivable paid by any third party to Seller on or following the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”)Closing Date which, in either case within fifteen accordance with (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expireda) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer (b) of the Station that was or this section, is also a customer of the Seller and that is obligated with respect payable to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeBuyer.

Accounts Receivable. Schedule 6.06 sets forth a complete and correct list of all Accounts Receivable included in the calculation of the Estimated Net Working Capital and any adjustment to the Base Purchase Price pursuant to Section 2.05 (a) the “Closing Date Receivables”). The Seller shall deliver to Buyer, on or promptly after list of the Closing Date, a statement Date Receivables may be revised in connection with the determination of the Accounts ReceivableFinal Net Working Capital. Buyer agrees that it shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the Closing Date Receivables for a period beginning on of not less than one hundred twenty (120) days after the Closing Date (and ending on the 180th day an additional thirty (30) days thereafter (the “Collection Period”), in the same manner with respect to Closing Date Receivables that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable are existing but unbilled prior to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”Closing Date), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received If collections by Buyer with respect to the Accounts Receivable Closing Date Receivables during the preceding calendar month one hundred twenty (or, if 120) day period following the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredClosing Date (and an additional thirty (30) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated days thereafter with respect to any Accounts Receivable, shall be deposited Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, deficit being referred to as the “Specified PaymentsUncollected Receivables Amount”), unless Seller or Stockholders shall pay to Buyer an amount equal to the customer disputes Uncollected Receivables Amount within ten (10) days following written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount shall not be subject to the provisions of Article VIII or any limitations of liability set forth therein including, without limitation, any obligation to seek recovery from the R&W Insurance Policy. Any such Accounts Receivable in writingpayment shall be deemed an adjustment to the Base Cash Payment. Upon receiving payment for the Uncollected Receivables Amount, Buyer shall assign such Closing Date Receivables to the Seller. If during the Collection Period a dispute arises with regard Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to an account included among the Accounts Receivablethis Section 6.06, Buyer shall promptly advise pay to Seller (or Stockholders, as applicable) the Seller thereof and shall return that account amount received by Buyer for such Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to the Seller. Any payments that are made directly to , the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use seek collection of any such Closing Date Receivables; provided, that collected payment the Seller shall provide written notice to pay the owed commissions to such Transferred Employees and then remit the remainder Buyer in advance of the collected Accounts Receivable to Seller (with documentation reflecting initiating any legal proceedings against the payment of commissions to account debtor on any such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeClosing Date Receivables.

Accounts Receivable. (a) The Seller Effective, if at all, upon the earlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, each of Citicasters and Regent Broadcasting hereby appoints American its agent for the purpose of collecting all Accounts Receivable relating to the Citicasters Stations and the Regent Stations, respectively, and American hereby appoints Citicasters and Regent Broadcasting its agent for the purpose of collecting all Accounts Receivable relating to the American Citicasters Stations and the American Regent Stations, respectively. Each party shall deliver to Buyer, the other on or promptly as soon as practicable after the Closing Date, a statement earlier to occur of the applicable TBA Date or the Closing Date (but, in any event, within ten (10) days after such earlier date) a complete and detailed statement showing the name, amount and age of each Account Receivable of its Stations. Subject to and limited by the following, revenues relating to the Citicasters Accounts ReceivableReceivable and the Regent Accounts Receivable will be for the account of Citicasters and Regent Broadcasting, respectively, and revenues relating to the American Accounts Receivable will be for the account of American. Buyer Each agent shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) same collection procedures as it uses with respect to its own accounts receivable to collect the Accounts Receivable during with respect to which it is acting as agent for a period of ninety (90) days after the period beginning on the Closing applicable Cut-off Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence . Any payment received by any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month agent during the Collection Period (andfrom any customer with an account which is an Account Receivable with respect to which it is acting as agent shall first be applied in reduction of such Account Receivable, if unless the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of customer indicates otherwise in writing. During the Collection Period), Buyer each agent shall furnish Seller the other with a list (of, and pay over to the “Aging Report”) to show other, the amounts received by Buyer collected with respect to the Accounts Receivable during with respect to which it is acting as agent within five (5) days after the preceding calendar end of each month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from Period. Each agent shall provide the other with a customer final accounting on or before the fifteenth (15th) day following the end of the Station that was or is also a customer Collection Period. Upon the request of either agent at and after such time, the Seller parties shall meet to mutually and that is obligated in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if the party which acted as agent with respect thereto desires to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes retain such Accounts Receivable in writingthe interest of maintaining an advertising relationship. If during the Collection Period a dispute arises with regard As to an account included among the each such Accounts Receivable, Buyer the parties shall promptly advise in good faith attempt to negotiate the Seller thereof and value of such Accounts Receivable, which the purchasing party shall return that account pay to the Sellerother if the purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Any payments that Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are made directly unable to reach agreement as to such value, and each party agrees to turn over to the Seller during other any payments received against any such Accounts Receivable. None of the Collection Period relating agents shall be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and none of the agents shall be make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of the party entitled to such Accounts Receivable. None of the agents shall incur any liability to any other party for any uncollected Accounts Receivable unless such agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with the agent with respect thereto to the contrary, none of the assigning parties nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to assigning party after the Effective TimeCollection Period.

Accounts Receivable. With respect to the Asset, at Closing the Sellers shall receive a credit for all Accounts Receivable (ahereinafter defined) The Seller shall deliver in an amount equal to Buyersuch Accounts Receivable valued and prorated as follows: one hundred percent (100%) of all such Accounts Receivable outstanding thirty (30) days or less at Closing, on ninety percent (90%) of all such Accounts Receivable outstanding more than thirty (30) days and less than sixty (60) days at Closing and no proration for Accounts Receivable outstanding sixty (60) or promptly after more days. For the purposes of this Agreement, “Accounts Receivable” means, with respect to the Asset, all amounts which the Sellers are entitled to receive from the operation of the golf facility prior to the Closing Date, a statement but which are not paid as of the Accounts Receivable. Buyer shall Closing Date, including as applicable, without limitation, charges for (A) the use commercially reasonable efforts (without receipt or occupancy of any additional consideration from guest, conference, meeting or banquet rooms or other facilities at the Sellergolf facility, (B) any restaurant, bar or banquet services, (C) tee times, court reservations, lessons, tournaments, group bookings and course rentals, (D) spa and fitness center services and classes, or (E) any other goods or services provided by or on behalf of the Sellers at the golf facility, but expressly excluding any credit card charges and checks which the Sellers have submitted for payment as of the Closing Date. In addition, Purchaser covenants and agrees to use Commercially Reasonable Efforts to collect the all such Accounts Receivable during after Closing and to pay to Seller promptly following receipt the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence amount of any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer recovery with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during excess of (1) the Collection Period a dispute arises with regard sum of the actual third party out of pocket costs incurred by Purchaser in collecting same, (2) amounts applied to an account included among the payment of current Accounts Receivable, Buyer shall promptly advise and (3) the prorated value amount Purchaser paid to Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to for the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder under this subsection (ix) of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timethis Agreement.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after After the Closing Date, all payments collected for those accounts which were included within the Accounts Receivable on the Final Balance Sheet shall, unless otherwise designated for payment of a statement specific invoice by the account debtor, first be applied against outstanding invoices in the order of issuance (i.e., against the oldest invoices first). Buyer agrees to use normal and customary efforts in collecting the Accounts Receivable; provided that nothing contained herein shall be construed as requiring Buyer to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included with the Accounts Receivable. Buyer will provide Seller with written progress reports as reasonably requested by Seller as to the status of the collection of the Accounts Receivable. Buyer shall use commercially reasonable efforts If at the end of six (without receipt of any additional consideration 6) months from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date hereunder there remain any Accounts Receivable which are uncollected (over and ending above the amount of the reserves as reflected on the 180th day thereafter (the “Collection Period”Final Balance Sheet), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation give written notice to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days days of receiptthe expiration of said six (6) month period stating such fact and setting forth the amount of the Account Receivable uncollected (the "Uncollected Receivables") after deducting any applicable reserves, and by delivering such notice Seller will be deemed to have made a claim (an "Accounts Receivable Claim") for such amount. On the twentieth Within fifteen (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2015) days after expiration of the Collection Period)delivery by Buyer of any such notice to Seller, Seller shall pay the amount of such Accounts Receivable Claim to Buyer, in cash, or from the Subject Shares escrowed pursuant to Section 1.8 above. Seller's obligation to pay any Accounts Receivable Claim hereunder shall be subject to any specific rights Seller may have hereunder or may have in general at law to dispute the amount or propriety of any such Accounts Receivable Claim. Upon payment to Buyer by Seller of an Accounts Receivable Claim, Buyer shall furnish be deemed to have assigned to Seller with a list (or its designee) all such Uncollected Receivables. In the “Aging Report”) to show the event that Buyer should receive payment for any such Uncollected Receivables, any amounts so received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable paid over to Seller (with documentation reflecting the payment of commissions to such Transferred Employeesor its designee). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time7.1.

Accounts Receivable. Following the Closing, (a) The Seller if Intel or any of its Subsidiaries receives any payment, refund or other amount that is an Intel Transferred Asset or is otherwise properly due and owing to Holdings or a Subsidiary of Holdings in accordance with the terms of this Agreement, Intel promptly shall deliver remit, or shall cause to Buyerbe remitted, such amount to Holdings or such Subsidiary and (b) if Holdings or any of its Subsidiaries receives any payment, refund or other amount that is an Intel Excluded Asset or is otherwise properly due and owing to Intel or any of its Subsidiaries in accordance with the terms of this Agreement, Holdings promptly shall remit, or shall cause to be remitted, such amount to Intel. Without limiting the foregoing, Holdings shall forward, or cause a Subsidiary of Holdings to forward, to Intel, immediately upon receipt thereof, any payments of Pre-Closing Accounts Receivable of Intel or any of its Subsidiaries, and Intel shall forward to Holdings, immediately upon receipt thereof, any payments of Post-Closing Accounts Receivable of Holdings or any of its Subsidiaries unless otherwise set forth in the Intel Transition Services Agreement. Following the Closing, the Parties shall cooperate in promptly advising customers to direct to the appropriate Party any future payments by such customers. In determining whether a payment received by either Party is a payment of an Account Receivable of Intel, on the one hand, or promptly after the Closing DateHoldings or a Subsidiary of Holdings, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending other hand, the receiving Party may rely on any invoice or contract number referred to on the 180th day thereafter (payment or in correspondence accompanying such payment. To the “Collection Period”)extent any payment, refund or other amount received by Intel or Holdings or a Subsidiary of Holdings from a customer or other account debtor does not specify which outstanding invoice or receivable it is in the same manner that Buyer uses to collect its own accounts receivable; providedpayment of, that Buyer such payment shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable applied to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer earliest invoice outstanding with respect to indebtedness of such customer or other account debtor, except for those invoices which are subject to a dispute to the extent of such dispute. Following the Closing, Holdings will and will cause its Subsidiaries to provide such cooperation as Intel shall reasonably request in connection with Intel’s collection of outstanding Pre-Closing Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) Intel and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeits Subsidiaries.

Accounts Receivable. With respect to Terex and each of its Subsidiaries, the aggregate of the unpaid portions of Accounts Receivable of such Person that (a) The Seller shall deliver to Buyer, on are not unpaid more than 90 days from the original due date thereof or promptly more than 180 days after the Closing Date, a statement date of the Accounts Receivable. Buyer shall use commercially reasonable efforts original invoice therefor; (without receipt of any additional consideration b) do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivableaccount debtor may be conditional or contingent; provided, however, that Buyer no Account Receivable where the debtor is a dealer of Inventory shall be deemed ineligible solely because such Person has a buy-back arrangement with such account debtor effective upon the termination of such account debtor as a dealer, but upon such termination such dealer's Accounts Receivable shall become ineligible; (c) the account debtor with respect to such Accounts Receivable has not commence asserted a counterclaim, defense or dispute and does not have, and does not engage in transactions that may give rise to, any Action right of setoff against such Accounts Receivable; and (d) such account debtor is not Terex or an Affiliate of Terex; provided, further, that Eligible B Accounts Receivable shall not include any Accounts Receivable with respect to effect collection which the Banks have actual knowledge that such Accounts Receivable do not arise from the actual and bona fide sale and delivery of goods and rendition of services by Terex and its Subsidiaries. Eligible B Inventory. With respect to Terex and each of its Subsidiaries, all Inventory of such Person consisting of (a) finished goods held for resale in the ordinary course of business of any such Person, (b) work in process relating to goods to be held for resale in the ordinary course of business of any such Person, (c) parts held for resale or employ to be incorporated into any collection agencysuch finished goods, legal counseland (d) raw materials for such finished goods. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by a Borrower or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See Section 7.18(a) hereof. EPA. See Section 7.18(b) hereof. Equity Securities. With respect to any corporation, partnership, trust, unincorporated association, joint venture, limited liability company, or other third partylegal or business entity, all equity securities of such entity, including any (a) common or preferred stock, (b) limited or general partnership interests, (c) options, warrants, or take other legal rights to purchase or acquire any other extraordinary means of collections equity security, or pay (d) securities convertible into any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeequity securities.

Accounts Receivable. The Buyer acknowledges that all accounts receivable in connection with the operation of the Sellers for services performed prior to the Closing Date shall remain the property of the Sellers and that the Buyer shall not acquire any beneficial right or interest therein or responsibility therefor, with the following limited exception: for a period of ninety (a90) The Seller shall deliver to Buyer, on or promptly after days following the Closing Date, a statement of the Accounts Receivable. Buyer shall agrees to use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), such accounts receivable in the same manner normal and ordinary course of business and will apply all such amounts collected to the account debtor's oldest account receivable first, except that any such accounts collected by the Buyer uses from persons who are also indebted to collect the Buyer may be applied to the Buyer's account where (i) there is a pre-existing bona fide dispute between the Sellers and such account debtor with respect to such account or where the account debtor specifically designates that payment is to be applied to the Buyer's account; (ii) the Buyer has notified the Sellers of such dispute or specific designation of payment by the account debtor; and (iii) thirty (30) days have elapsed since the date notice was given by the Buyer to the Sellers and such account remains subject to dispute or such account debtor has not rescinded its own accounts receivable; providedspecific designation of payment. Such obligation and authority shall not extend to the institution of litigation, that Buyer shall be not commence any Action to effect employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection unless authorized in writing by the Sellers. The Sellers agree to transfer to the Buyer all bank accounts, postal boxes or pay drop or lock boxes normally utilized by the Sellers in the collection of their accounts receivable to facilitate the Buyer's collection of their accounts receivable during this period. The Buyer agrees to cooperate with the Sellers as to any expenses to third parties litigation or other collection efforts instituted by the Sellers to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptdelinquent accounts receivable. On the twentieth (20th) 30th, 60th and 90th days following the Closing Date, the Buyer shall deliver to the Sellers a statement or report showing all such collections effected since the Closing Date, together with a check or draft for the amount of such collections net of commissions. If at any time the Buyer determines that any such accounts are uncollectible, the Buyer shall notify the Sellers of such determination; and upon the Sellers' written request, and in any event on the 90th day of each calendar month during following the Collection Period (andClosing Date, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (or make available to the “Aging Report”) Sellers all records, files and data relating to show the amounts received by collection efforts of the Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeaccounts.

Accounts Receivable. (a) The Seller shall deliver Buyer acknowledges that all accounts receivable arising prior to Buyerthe Closing Date in connection with the operation of the Stations, on or promptly after including but not limited to accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date, a statement shall remain the property of the RBT ("Xeller Accounts Receivable. ") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor under this Agreement. For a period of ninety (90) days following the Closing Date (the "Collection Period"), Buyer shall for no remuneration use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Seller Accounts Receivable, and Buyer will apply all such amounts collected in connection with the Seller Accounts Receivable during collected in connection with the period beginning Seller Accounts Receivable to the debtor's oldest account receivable first, except that any such accounts collected by Buyer who are also indebted to Buyer for programs and announcements broadcast on any of the Closing Date Stations may be applied to Buyer's account if so directed by the debtor or under circumstances in which there is a bona fide dispute between RBT xxx such account debtor with respect to such account. Buyer's obligation and ending on authority shall not extend to the 180th day thereafter (the “Collection Period”)institution of litigation, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection. Buyer agrees to reasonably cooperate with RBT, xx RBT's expense, as to any litigation or pay other collection efforts instituted by RBT xx collect any expenses delinquent Seller Accounts Receivable. During the Collection Period, neither Seller nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to third parties to collect the Seller Accounts Receivable without obtaining that are paid directly to Seller shall be retained by Seller, but Seller shall provide Buyer with prompt notice of any such payment. Except as otherwise provided herein, amounts collected by Buyer on account of Seller Accounts Receivable shall be remitted in full to RBT xx a monthly basis, by the written authorization fifteenth (15) day of the Seller, and, even if month following the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actionmonth for which remittance is due. Buyer shall send all payments deliver to RBT an accounting showing the amount it received during each period on each account. At the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer conclusion of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day and after remittance of a calendar month, within twenty (20) days after expiration of the Collection Period)all amounts collected, Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer will thereafter have no further responsibility with respect to the collection of the Seller Accounts Receivable during the preceding calendar month (orReceivable, if the Collection Period ends on a day other than the last day of a calendar monthand Buyer may apply all collections received by Buyer from any party who continues business with Buyer to obligations owing to Buyer, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any except for any payment received by Buyer during the Collection Period from a customer of the Station that was or which such party specifies is also a customer of the Seller and that is obligated with respect for amounts owed to any Accounts ReceivableRBT, xx which event such specified amounts shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingpaid over to RBT. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer Xxyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay compromise, settle or adjust the owed commissions to such Transferred Employees and then remit the remainder amounts of any one of the collected Seller Accounts Receivable to Seller (with documentation reflecting the payment of without RBT's prior written consent. RBT xxxll promptly pay all sales commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeall of its accounts receivable whenever RBT xxxeives payment thereon.

Accounts Receivable. (a) The Seller At the Closing, the Sellers shall deliver to Buyer, on or promptly after the Closing Date, Purchaser a statement list (the "Accounts Receivable List") of the Accounts ReceivableReceivable existing as of the Closing including amounts for run but as yet unbilled services (the "Unbilled A/R"). Buyer If, as of the Closing, the aggregate face amount of the Accounts Receivable (including the Unbilled A/R) disclosed on the Accounts Receivable List is less than $2,000,000, the purchase price and the Guaranteed Receivables shall use commercially each be reduced by the amount of such deficiency. During the period of 120 days following the Closing Date (the "Collection Period"), the Purchaser shall exercise, or cause the Companies to exercise, reasonable efforts to collect and receive the Accounts Receivable in accordance with the normal collection processes and procedures of the Purchaser, and all collected Accounts Receivable (without receipt including the Unbilled A/R) shall be applied first by the Purchaser toward the Guaranteed Receivables. Notwithstanding anything contained in the foregoing to the contrary, the Purchaser shall not be required to institute legal proceedings, retain counsel or retain collection agents or other third parties to enforce the collection of any additional consideration from Accounts Receivable (including the Seller) Unbilled A/R). Within 10 days after the end of the month in which the Closing occurs, the Purchaser will provide a report to the Sellers setting forth by Station, the order number, the invoice number, the invoice amount, the amount due the Purchaser and the amount due the Sellers, in such reasonable detail as to enable the Sellers to cross-reference the report to the Unbilled A/R. After the end of each month during the Collection Period, the Purchaser shall furnish the Sellers with an accounting of the collection of the Guaranteed Receivables. If, at the end of the Collection Period, the Purchaser has not collected the full amount of the Guaranteed Receivables, the Sellers shall thereupon pay the Purchaser, as a post-Closing adjustment to the purchase price, an amount equal to such deficit. From and after such time during the Collection Period as the Purchaser has collected the Guaranteed Receivables, the Purchaser shall act as agent for the Sellers during the remainder of the Collection Period and exercise reasonable efforts to collect the Accounts Receivable in accordance with the normal collection processes and procedures of the Purchaser. All of such Accounts Receivable (including the Unbilled A/R) in excess of the Guaranteed Receivables collected by the Purchaser during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer Period shall be not commence any Action to effect collection or employ any collection agencycollected by the Purchaser, legal counselas agent for the Sellers, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable and be remitted to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by Sellers within seven days after the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day expiration of each calendar month within the Collection Period, except that the last remittance shall be made within seven days after the end of the calendar month during which the Collection Period (and, if ends. Upon expiration of the Collection Period ends on and receipt by the Purchaser of any purchase price adjustment required by the provisions of this Section 8.2, the Purchaser shall turn back to the Sellers any uncollected Guaranteed Receivables and other Accounts Receivable. In any event, the Purchaser's responsibility and liability for the collection of the Accounts Receivable shall cease upon termination of the Collection Period and the Sellers shall be solely responsible for the collection of the balance of their Accounts Receivable. During the Collection Period, payments received from any account debtor shall, unless otherwise designated for application by the account debtor, be applied first to obligations of such account debtor incurred before the Effective Time (in the order in which they were incurred) and then to any obligations incurred by such account debtor after the Effective Time, until the amount of such Account Receivable (including any Unbilled A/R) has been paid in full. Any Accounts Receivable disputed by the account debtor immediately shall be turned back to the Sellers for resolution. The Purchaser shall furnish the Sellers with an accounting of the Accounts Receivable (including any Unbilled A/R) at the time it remits payment thereof to the Sellers, including such additional information which the Sellers reasonably request to enable the Sellers to identify, by invoice number, the Accounts Receivables and their status. For a day other than the last day period of a calendar month, within twenty (20) 180 days after the expiration of the Collection Period), Buyer shall furnish Seller the Purchaser will remit within seven days after the close of each month any collections of Unbilled A/R along with a list (an accounting of such collections. The parties acknowledge that this extended period is desirable because it would be impractical for the “Aging Report”) Purchaser to show the amounts received by Buyer with respect turn back to the Accounts Receivable during Sellers any Unbilled A/R at the preceding calendar month (or, if end of the Collection Period ends on a day other than Period. After the last day of a calendar month, final remittance at the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer end of the Station that was or is also a customer extended collection period, any uncollected Unbilled A/R shall become the property of the Seller Purchaser and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account addition to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeGuaranteed Receivables.

Accounts Receivable. (a) The All Accounts Receivable shall remain the property of Seller. Seller hereby authorizes Buyer, however, to collect such receivables for a period of 180 days after the Closing. Seller shall deliver to BuyerBuyer a complete and detailed statement of each account within three days after Closing and Buyer shall use its reasonable efforts, on or promptly after the Closing Dateconsistent with its customary collection practices for its own accounts receivable, without compensation, to collect each Account Receivable during such 180 days. During that period Buyer shall provide to Seller a detailed bi-monthly statement of the Accounts ReceivableReceivable showing amounts collected to the date, and amounts outstanding as of the same date, and, within 15 days of the end of the period covered by such statement, deliver to Seller the Accounts Receivable report and a check for the amounts collected during such period. All payments received by Buyer during the 180-day period following the Closing Date from a person obligated with respect to an Account Receivable shall be applied first to Seller's account and only after full satisfaction thereof to Buyer's account; provided, however, that if such person has, in the reasonable opinion of Buyer, a legitimate dispute with respect to such Account Receivable and Buyer also has an account receivable from such person, all payments received by Buyer during the 180-day period following the Closing Date from such person shall be applied first to Buyer's account and only after the earlier to occur of full satisfaction of Buyer's account or resolution of such dispute, to Seller's account. Buyer shall use commercially reasonable efforts (without receipt of not be required to refer any additional consideration from the Seller) Account Receivable to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)a collection agency or an attorney for collection, in the same manner that Buyer uses to collect its own accounts receivable; providednor shall it compromise, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counselsettle, or other third party, or adjust any Account Receivable having a value in excess of $5,000 without receiving the approval of Seller. Seller shall take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer action with respect to the Accounts Receivable during Receivable, such as litigation, until the preceding calendar month (orexpiration of such 180-day period. Following the expiration of said 180-day period, if the Collection Period ends on a day other than the last day of a calendar month, the month Seller shall be free to take such action as Seller may in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect its sole discretion determine to collect any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeoutstanding.

Accounts Receivable. Following the Closing, Buyer shall collect the transferred Accounts Receivable in accordance with Buyer’s normal collection practices, applying all receipts to the oldest account balance first, unless otherwise specifically directed by the account debtor or unless Buyer has determined that the account debtor should be placed on a “C.O.D.” or “cash on delivery” status. Within thirty (a30) The days after the Closing, and on a monthly basis thereafter, Buyer shall provide Seller shall with notice of any claim made by a customer against Buyer relating to Accounts Receivable as of the Closing Date arising out of Seller’s action or inaction prior to the Closing Date (excluding returns directly and solely attributable to the terms of any applicable customer guarantee sales contract permitting such customer to return products because the product has failed to sell unrelated to product quality, shipping or other Seller action or inaction prior to the Closing Date), including without limitation customer’s financial ability to pay, customer bankruptcy, product shipping shortage, failure to deliver product, damaged product, missed ship dates, volume rebates, allowances relating to Buyernew store, on advertisement, defective product or promptly after warehouse matters, amounts pre-determined by the terms of any applicable customer contract for penalties, markdowns or other allowances not reflected in the Accounts Receivable as of the Closing Date, or billing error. Seller shall provide Buyer with prompt notice of any objections to such claim. If Seller and Buyer are unable to resolve the claim with the customer, then such claim shall be treated as an uncollectible amount, along with amounts which are undisputed but are nevertheless not collected. Promptly after the six month anniversary of the Closing, the Buyer shall send the Seller a statement notice, in the form of Schedule 7.8, of the amount of the Accounts ReceivableReceivable which have not been collected, together with such information relating to such uncollected Accounts Receivable as the Seller may reasonably request. Within ten (10) days after Seller’s receipt of the foregoing notice, Buyer shall use commercially reasonable efforts re-convey all such uncollected Accounts Receivable to Seller, without recourse and without warranty except a warranty that Buyer has not suffered any lien or encumbrance on such accounts (without receipt or if such lien or encumbrance has attached, Buyer shall provide evidence of its release) or made any additional consideration prior assignment or transfer of such accounts (or if such transfer has occurred, evidence that such accounts have been reconveyed to Buyer), and Buyer, in accordance with Section 8 of the Escrow Agreement, shall deliver written directions to the Escrow Agent and Seller for the release to the Buyer from the SellerAR Escrow Funds (as such term is defined in the Escrow Agreement) an amount equal to collect the “Accounts Receivable during Settlement Amount” set forth in the period beginning Buyer’s notice, plus interest on such amount at the Escrow Rate from the Closing Date and ending on until the 180th day thereafter (date paid. If the “Collection Period”), amount then held in the same manner that Buyer uses AR Escrow Funds is insufficient to collect its own accounts receivablemake such payment, then such deficiency shall be paid by the Seller Parties. The repurchase by Seller of such uncollected Accounts Receivable set forth in this Section 7.8 shall be the limit of Seller’s liability with respect to such uncollected Accounts Receivable relating to Seller’s representations and warranties under Section 4.9; provided, however, that Buyer the foregoing shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the limit Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated liability with respect to any Accounts Receivableinaccuracy of such representations and warranties. Notwithstanding the foregoing, shall be deposited following the six (without offset6) month period after the Closing, if the Buyer receives notice from a customer that, based upon the results of a customer audit, the customer requires the Buyer to pay any amounts relating to pricing, rebates or allowances attributable to product sales made by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectivelyon or prior to the Closing, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the notify Seller thereof in writing of such notice, and Seller shall return that account pay Buyer an amount equal to the Seller. Any payments that are made directly to required payment either (i) in immediately available funds or (ii) from the Seller during Indemnity Escrow Funds (as such term is defined in the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred EmployeesEscrow Agreement). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The Promptly after the later of (x) 120 days from the Closing Date and (y) five Business Days after the determination of the Final Closing Balance Sheet in accordance with Section 1.7 (the "Adjustment Date"), Purchaser shall deliver a written notice (the "Purchaser Receivables Notice") to Seller (after receipt of a report from Seller indicating the amount of Accounts Receivable collected by Seller after the Closing Date) which states either (i) that as of the Adjustment Date Purchaser has not been paid in full in respect of all Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) outstanding as of the Closing as set forth on the Final Closing Balance Sheet (the "Final Accounts Receivable"), and, accordingly, Purchaser shall be entitled to receive out of the Escrow Fund the excess of (x) the amount of the Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) over (y) the amount of payments actually received by Purchaser or any of its Affiliates in respect of the Final Accounts Receivable (such excess, the "Adjustment Amount"), or (ii) that Purchaser has been paid in full in respect of all Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts). Upon receipt of the Purchaser Receivables Notice by Seller, Purchaser and Seller shall promptly prepare and deliver a written notice to Buyerthe Escrow Agent, on in accordance with the terms and conditions of the Escrow Agreement, which restates the information set forth in the Purchaser Receivables Notice (the "Receivables Notice"). Upon receipt of the Receivables Notice, and only if the Receivables Notice indicates that Purchaser is entitled to receive an amount of funds set forth therein pursuant to this Section 4.17, the Escrow Agent shall promptly remit to Purchaser, in exchange for Purchaser's transfer of all unpaid Final Accounts Receivable to Seller, a sum, in immediately available same day funds, equal to the Adjustment Amount. In calculating the Adjustment Amount pursuant to this Section 4.17, payments received by Purchaser or its Affiliates in respect of Final Accounts Receivable before the transfer of any unpaid Final Accounts Receivable to Seller pursuant to this Section 4.17 shall be credited as directed by the account debtor, or if no direction is provided, first to the oldest Final Account Receivable of that customer until all Final Accounts Receivable with respect to 52 54 that customer are paid in full; provided, however, that once Seller receives a non-directed payment from an account debtor, it will promptly forward to Purchaser all payment support information related to such payment for review and, if Purchaser and Seller jointly determine that such non-directed payment should be credited to another Final Accounts Receivable, or to an Accounts Receivable that is recorded after the Closing Date, a statement of such account debtor instead of such account debtor's oldest Final Accounts Receivable, the parties will credit the account of such account debtor accordingly. Further, in calculating the Adjustment Amount pursuant to this Section 4.17, any payments received by Purchaser or its Affiliates in respect of Final Accounts Receivable after the transfer of any Accounts Receivable to Seller pursuant to this Section 4.17 shall be credited as directed by the account debtor. If any unpaid Final Accounts Receivable are, after the transfer of such Final Accounts Receivable by Purchaser to Seller, ultimately collected by Purchaser or its Affiliates, Purchaser shall promptly notify Seller in writing of such collection and will transfer to Seller, in immediately available same day funds, such collected Reimbursed Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from In connection with the Seller) transfer by Purchaser to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization Seller of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any unpaid Final Accounts Receivable, shall be deposited (without offsetPurchaser agrees to execute and cause its Affiliates to execute such assignments, notices and other instruments as are reasonably requested by Seller in order to effectively transfer to Seller or its designee(s) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such unpaid Final Accounts Receivable and vest in writingSeller or its designee(s) all rights in respect thereof. If during Purchaser shall not disclose the Collection Period a dispute arises with regard provisions of this Section 4.17 to any person who is an account included among debtor under the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, however, that if it is acknowledged and agreed that any Transferred Employee is due disclosure made pursuant to applicable law (including any filing made by Purchaser in the Bankruptcy Case) shall not constitute a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder violation of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timethis Section 4.17.

Accounts Receivable. If, within six (6) months following the Closing Date, Seller has not collected and remitted to Purchaser, in accordance with the Transition Services Agreement, the Accounts Receivable in an amount at least equal to the accounts payable assumed by Purchaser at the Closing (other than any accounts payable owed to Purchaser), then Purchaser, in its sole discretion, may elect to: (a) The provide Seller with an itemized list of the uncollected Accounts Receivable, and Purchaser shall deliver be entitled to Buyerthe Right of Setoff against Shares pursuant to Section 10.6(b) in an amount equal to (i) the accounts payable assumed by Purchaser at the Closing (other than any accounts payable owed to Purchaser), on or promptly less (ii) the amount of the collected Accounts Receivable, less (iii) the amount of AP Excess Amount, if any, for which Purchaser previously exercised its Right of Setoff against Shares, provided that Purchaser shall transfer and assign to Seller all of Purchaser’s right, title and interest in, to and under the uncollected Accounts Receivable, free and clear of any Encumbrances arising after the Closing Date, a statement used in the foregoing calculation for purposes of the Accounts Receivable. Buyer shall use commercially reasonable efforts such Right of Setoff; or (without receipt of b) retain any additional consideration from the Seller) to collect the uncollected Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the following which Seller provides such written authorization, Buyer shall have no obligation further Liability to commence any such ActionPurchaser with respect thereto. Buyer Purchaser shall send all payments received on the Accounts Receivable to the provide Seller by check or, at Buyer’s election, deposit such payments by wire transfer written notice of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer its election with respect to the treatment of uncollected Accounts Receivable during on or before the preceding calendar seven (7) month anniversary of the Closing Date. If Purchaser does not provide Seller written notice of its election on or prior to the seven (or, if 7) month anniversary of the Collection Period ends on a day other than the last day of a calendar monthClosing Date, the month in which the Collection Period expired) Purchaser will be deemed to have elected to retain all uncollected Accounts Receivable and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated shall have no further Liability to Purchaser with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timethereto.

Accounts Receivable. (a) The At the consummation of the transaction contemplated by this Agreement on the Closing Date, Seller shall deliver assign to Buyer, on or promptly for purpose of collection only, all of Seller's accounts receivable outstanding as of the Closing Date arising from the operation of the Stations (the "Receivables"). For a period of one hundred twenty days (120) after the Closing Date, Buyer will collect in the normal course of business for the account of Seller the Receivables. Seller will furnish Buyer with a statement complete list of the Accounts ReceivableReceivables at or as soon as is reasonably possible after the Closing. Buyer shall use commercially reasonable efforts will not adjust, compromise or settle any dispute concerning the Receivables without prior written consent of Seller. Thirty-five (without receipt of any additional consideration from the Seller35), sixty-five (65) to collect the Accounts Receivable during the period beginning on and ninety-five (95) days after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationDate, Buyer shall have no obligation pay to commence any such Action. Buyer shall send Seller all payments received amounts collected on account of the Accounts Receivable to Receivables during the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds first thirty (without offset) into an account designated by the Seller (the “Seller Account”30), in either case within fifteen sixty (1560) Business Days of receipt. On the twentieth and ninety (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2090) days after expiration of following the Collection Period)Closing Date, Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (orrespectively, if the Collection Period ends on a day other than the last day of a calendar monthand provided, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any further, that any payment received by Buyer during the Collection Period one hundred thirty (130) day period (described below) from any customer which continues to be serviced by Buyer shall be applied to the oldest accounts receivable outstanding. The obligation of Buyer hereunder will be to collect such accounts receivable in the ordinary and normal course of business and does not extend to the institution of litigation, employment of counsel or a customer collection agency, or any other extraordinary means of collection. Within one hundred thirty (130) days of the Station that was or is also a customer Closing Date, Buyer will deliver to Seller the balance of amounts collected on account of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the SellerReceivables. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable reassign to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeReceivables that remain uncollected.

Accounts Receivable. (a) The Seller shall deliver Subject to Buyer, on or promptly after Purchaser's receipt from Citadel at the Closing Dateof a list (the "ACCOUNTS RECEIVABLE LIST") of accounts receivable of the Station existing as of the Closing, exclusive of Trade Receivables, if any (the "ACCOUNTS RECEIVABLE"), for a statement period of 120 days commencing with the Closing Date (the "PURCHASER COLLECTION PERIOD"), Purchaser, as agent for Citadel, shall collect the Accounts Receivable in accordance with Purchaser's normal collection processes and procedures. In no event shall Purchaser be required to institute litigation or to retain third parties to institute collection procedures with respect to the Accounts Receivable. Buyer All remittances will be applied first to the oldest Accounts Receivable, unless the client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in which case the remittances shall use commercially reasonable efforts (without receipt be applied to the specific account and Purchaser shall promptly notify Citadel of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning dispute. Remittances collected by Purchaser on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer behalf of Citadel shall be not commence remitted to Citadel without offset of any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect kind within 10 days after the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day end of each calendar month during the Purchaser Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, and within twenty (20) five days after expiration termination of the Purchaser Collection Period). During the Purchaser Collection Period, Buyer at Citadel's option, Citadel shall furnish Seller with be permitted to collect the Accounts Receivable that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Purchaser to Citadel shall be accompanied by a list (written report from Purchaser setting forth the “Aging Report”) to show aggregate amount of the amounts received by Buyer with respect to Accounts Receivable and the aggregate amount of cash collections of such Accounts Receivable during the preceding calendar month (orperiod for which payment is made, if along with a breakdown by account debtor. At the end of the Purchaser Collection Period ends on a day other than the last day of a calendar monthPeriod, the month in which the Collection Period expired) Purchaser shall account for all collected Accounts Receivable and the amount remaining outstanding under each particular Account provide Citadel with all documentation related to uncollected Accounts Receivable. Any payment , and Purchaser shall have no further responsibilities with respect to any uncollected Accounts Receivables except to remit promptly to Citadel any amounts subsequently received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated Purchaser. Purchaser shall have no obligation with respect to any Accounts ReceivableReceivable it is unable to collect. After the end of the Purchaser Collection Period, Citadel shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such entitled to collect any Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeremain uncollected.

Accounts Receivable. (a) The At the consummation of the transaction ------------------- contemplated by this Agreement on the Closing Date, Seller shall deliver assign to Buyer, on or promptly for purpose of collection only, all of Seller's accounts receivable outstanding as of the Closing Date arising from the operation of the Stations before the Closing Date (the "Receivables"). For a period of one hundred twenty days (120) after the Closing Date, Buyer will collect in the normal course of business the Receivables for Seller's benefit. Seller will furnish Buyer with a statement complete list of the Accounts ReceivableReceivables at or as soon as is reasonably possible after the Closing. Buyer shall use commercially reasonable efforts will not adjust, compromise or settle any dispute concerning the Receivables without prior written consent of Seller. Thirty-five (without receipt of any additional consideration from the Seller35), sixty-five (65), ninety-five (95) to collect the Accounts Receivable during the period beginning on and one hundred twenty-five (125) days after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationDate, Buyer shall have no obligation pay to commence any such Action. Buyer shall send Seller all payments received amounts collected on account of the Accounts Receivable to Receivables during the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds first sixty (without offset) into an account designated by the Seller (the “Seller Account”60), in either case within fifteen ninety (1590) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within and one hundred twenty (20120) days after expiration of following the Collection Period)Closing Date, Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (orrespectively, if the Collection Period ends on a day other than the last day of a calendar monthprovided, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any however, that any payment received by Buyer during the Collection Period one hundred thirty (130) day period (described below) from any customer which continues to be serviced by Buyer shall be applied to the invoice (if any) specified by the customer and, failing specification by the customer, to the oldest accounts receivable outstanding. The obligation of Buyer hereunder will be to collect such accounts receivable in the ordinary and normal course of business and does not extend to the institution of litigation, employment of counsel or a customer collection agency, or any other extraordinary means of collection. Within one hundred thirty (130) days of the Station that was or is also a customer Closing Date, Buyer will deliver to Seller the balance of amounts collected on account of the Receivables. Buyer shall then reassign to Seller and the Receivables that is obligated remain uncollected. If Buyer receives following the termination of the collection period any payments with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts ReceivableReceivables, Buyer shall promptly advise remit to Seller such payments. Non-Compete and Consulting -------------------------- Agreements. Upon the Seller thereof Closing, and for a period of five years thereafter, Xxxxx ---------- will not, and shall return not become, directly or indirectly, associated in any way with any entity, whether as a principal, owner, partner, consultant, advisor, agent, employee, independent contractor, member, shareholder or otherwise (other than as a holder of less than five percent of the outstanding shares of any class of equity securities), that account is actively engaged in the ownership, management or operation of any radio broadcast station the transmitter site of which is within 75 miles of the legal boundaries of Augusta, Georgia. Upon the Closing and for a period of twenty-four months thereafter Xxxxx (a) shall not, directly or indirectly, induce any employee of either of the Stations to terminate his or her employment with either Station and (b) shall not, directly or indirectly, either as a principal, owner, partner, consultant, advisor, agent, employee, independent contractor, member, shareholder or otherwise, employ or solicit the Seller. Any payments that are made directly to employment of any person employed by the Seller Buyer during the Collection Period relating to period twenty-four months after the Accounts Receivable shall be retained by the SellerClosing for employment. Buyer shall not discountpay Xxxxx at Closing the sum of Six Hundred Thousand Dollars ($600,000) for the performance of his obligations under the immediately preceding two sentences (such obligations the "Covenant.") .In addition, offsetXxxxx will be available to Buyer for consulting at Buyer's request on matters pertaining to the Augusta, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have Georgia radio market and the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder operation of the collected Accounts Receivable to Seller (with documentation reflecting Stations for a period of one year after Closing in exchange for the payment at Closing of commissions to such Transferred Employees.One Hundred Thousand Dollars ($100,000). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The Seller Upon the earlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, the Evergreen Parties shall appoint PBI their agent and the EZ Parties shall appoint Evergreen Parent their agent for the purpose of collecting all Accounts Receivable relating to the Evergreen Stations and the EZ Stations, respectively. Each party shall deliver to Buyer, the other on or promptly as soon as practicable after the Closing applicable TBA Date (but, in any event, within ten (10) days after such TBA Date) a complete and detailed statement showing the name, a statement amount and age of each Account Receivable of its Stations. Subject to and limited by the following, revenues relating to the Evergreen Accounts ReceivableReceivable and the EZ Accounts Receivable will be for the account of Evergreen and the EZ Parties, respectively. Buyer Each agent shall use commercially reasonable its best efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during with respect to which it is acting as agent for a period of ninety (90) days after the period beginning on the Closing applicable Cut-off Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments Any payment received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month party during the Collection Period (andfrom any customer with an account which is an Account Receivable with respect to which it is acting as agent shall first be applied in reduction of such Account Receivable, if unless the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of customer indicates otherwise in writing. During the Collection Period), Buyer each agent shall furnish Seller the other with a list (of, and pay over to the “Aging Report”) to show other, the amounts received by Buyer collected with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, which it is acting as agent on a bi-weekly basis. Each agent shall be deposited provide the other with a final accounting on or before the fifteenth (without offset15th) by Buyer in day following the Seller Account (each end of the Collection Period. Upon the request of either agent at and after such payment, a “Specified Payment” and, collectivelytime, the “Specified Payments”)parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, unless in their reasonable business judgment, are deemed to be collectable and if the customer disputes party which acted as agent with respect thereto desires to retain such Accounts Receivable in writingthe interest of maintaining an advertising relationship. If during the Collection Period a dispute arises with regard As to an account included among the each such Accounts Receivable, Buyer the parties shall promptly advise negotiate a good faith value of such Accounts Receivable, which the Seller thereof and purchasing party shall return that account pay to the Sellerother if the purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Any payments that Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are made directly unable to reach agreement as to a good faith value, and each party agrees to turn over to the Seller during the Collection Period relating other any payments received against any such Accounts Receivable. Neither agent shall be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and neither party shall be make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of the other agent. Neither agent shall incur any liability to any other party for any uncollected account unless such agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with the agent with respect thereto to the contrary, none of the assigning parties nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to assigning party after the Effective TimeCollection Period.

Accounts Receivable. (a) The Seller At the Closing, the Target shall, and the Transferors shall cause the Target to, deliver to Buyerthe Transferee a complete list of the Target's accounts receivable as of the Closing Date (the "Closing Accounts Receivable"), which list shall itemize the Closing Accounts Receivable by customer and account. Such list of Closing Accounts Receivable shall be prepared on or promptly after a basis consistent with the Closing Balance Sheet. Unless otherwise expressly provided herein, the Transferee and the Target shall have the sole right to collect the Closing Accounts Receivable following the Closing Date. No later than one hundred eighty (180) days after the Closing, the Transferee shall prepare and deliver to the Transferors' Representative a statement report setting forth all relevant information concerning the collection of the Closing Accounts ReceivableReceivable during the one hundred eighty (180) day period following the Closing Date (the date such report is delivered being referred to as the "A/R Notification Date"), which report shall include, among other things, (i) a list of all uncollected Closing Accounts Receivable as of the A/R Notification Date ("Uncollected A/R") and (ii) a list of Uncollected A/R for which the Transferors will be required to compensate the Transferee on the terms set forth below (such Uncollected A/R being referred to as "Reimbursable Uncollected A/R"). Buyer Within three (3) business days after the A/R Notification Date, the Transferors shall pay to the Transferee the full amount in cash of all Reimbursable Uncollected A/R. After the Transferee has received from the Transferors the entire amount of all Reimbursable Uncollected A/R, the Transferee shall assign all of its rights in and to the Reimbursable Uncollected A/R to the Transferors and the Transferors shall then, and only then, be entitled to collect such Reimbursable Uncollected A/R and retain the proceeds therefrom. Such Reimbursable Uncollected A/R shall be assigned to the Transferors free and clear of all Security Interests, except for those Security Interests in existence on or prior to the Closing Date. The Transferee shall remit to the Transferors any payments received by it with respect to Reimbursable Uncollected A/R, provided that the Transferee has received from the Transferors the full amount of such Reimbursable Uncollected A/R. Notwithstanding the foregoing, the Transferors shall be relieved of their obligations under this Section 2(d) to the extent that the Transferee and the Target, as applicable, have failed to use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Closing Accounts Receivable during such one hundred eighty (180) day period which, for purposes hereof, shall not involve the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses institution of legal action to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Closing Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (ai) The Seller As soon as practicable after the Effective Date hereof, WYZZ shall deliver to Buyer, on or promptly after Nexstar a complete and detailed list of all the Closing Date, a statement rights of WYZZ as of the Effective Date hereof to payment for the sale of advertising time and other goods and services by WYZZ-TV prior to the Effective Date hereof (the "Accounts Receivable"). Buyer During the one hundred eighty (180) day period following the Effective Date (the "Collection Period"), Nexstar shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses usual and ordinary course of business, using Nexstar's credit, sales and other appropriate personnel in accordance with customary practices, which are not required to collect its own accounts receivable; provided, that Buyer shall be not commence any Action include referral to effect collection or employ any a collection agency. Notwithstanding the foregoing, Nexstar shall not be required to institute legal counsel, or other third party, or take proceedings on WYZZ's behalf to enforce the collection of any other extraordinary means of collections or pay Accounts Receivable. Nexstar shall not adjust any expenses to third parties to collect the Accounts Receivable or grant credit with respect thereto without obtaining the WYZZ's written authorization of the Sellerconsent, andand Nexstar shall not pledge, even if the Seller provides secure or otherwise encumber such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to or the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds proceeds therefrom. Within twenty (without offset20) into an account designated by days following the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day end of each full calendar month during the Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Nexstar shall furnish Seller WYZZ with a list (the “Aging Report”) to show the report of all amounts received by Buyer collected, together with its check for payment thereof, with respect to the Accounts Receivable during such month; provided, that Nexstar shall be entitled to retain the preceding calendar month first Three Hundred Ten Thousand Dollars (or$310,000) (the "Working Capital Amount") of amounts collected on the Accounts Receivable for the purpose of funding WYZZ-TV's share of the initial working capital needs of the Stations; provided further, if the Collection Period ends on a day other 14 <PAGE> that not later than the last ninetieth (90th) day following the Effective Date, Nexstar shall pay to WYZZ the excess of the aggregate amount retained pursuant to the immediately preceding proviso over the aggregate reduction in payments otherwise due with respect to the first three months of the Term from WYZZ as a calendar month, result of the month in which the Collection Period expiredproviso to Section 2(g) and the amount remaining outstanding under each particular Account Receivablehereof. (ii) Any payment payments received by Buyer Nexstar during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts ReceivableReceivable delivered by WYZZ to Nexstar shall be applied (A) first against the invoice, if any, as specified by the account debtor and (B) second against an account disclosed in such list, unless and to the extent that the account is disputed by the account debtor; provided, with respect to clause (B) above, payments on any accounts specified on WYZZ's list which relate to account debtors with respect to which Nexstar also has accounts, shall be deposited (without offset) by Buyer in applied first against the Seller Account (each such payment, a “Specified Payment” and, collectively, oldest accounts of WYZZ and Nexstar. Except to the “Specified Payments”extent resulting from Nexstar's willful breach of the terms of this Section 10(d), unless the customer disputes such Accounts Receivable in writingNexstar shall incur no liability to WYZZ for any uncollected account. If during During the Collection Period a dispute arises with regard to an account included among the Accounts ReceivablePeriod, Buyer neither WYZZ nor any other agent of WYZZ shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise make any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder direct solicitation without Nexstar's written consent of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees)account debtors for payment. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.e.

Accounts Receivable. At Closing Seller shall assign to Purchaser all accounts receivable payable as of the Night Audit Cut-Off, for which Purchaser shall be obligated to pay to Seller in the form of a credit received at Closing an amount equal to the sum of (ai) ninety-five percent (95%) of the face value of all accounts receivable that are not more than thirty (30) days past due and (ii) ninety percent (90%) of the face value of all accounts receivable that are more than thirty (30) days past due but not more than sixty (60) days past due, each as shown on the books of the Property as of the Closing Date. After Closing, Purchaser shall have the sole right to collect and retain all such assigned accounts receivable, provided, that the collection of such accounts receivable shall be the responsibility of Manager. Accounts receivable that are payable as of the Night Audit Cut-Off and that are more than sixty (60) days past due shall not be purchased by Purchaser as provided above and shall remain the property of Seller. The responsibility for collecting such accounts receivable shall remain with Manager. Seller shall not be entitled to any Property revenues received by Purchaser or Manager on and after the Closing Date from any payors owing any such accounts receivable unless and so long as such payors shall be current in their accounts receivable obligations for periods occurring from and after the Night Audit Cut-Off. In that case, Purchaser or Manager, as applicable, shall deliver to BuyerSeller any accounts receivable, on or promptly after the Closing Date, a statement net of the Accounts Receivablecosts of collection, received by Purchaser or Manager until such accounts receivable owing to Seller have been paid in full. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration If, however, delinquent accounts receivable are not collected by Purchaser or Manager from the Sellerpayors owing such amounts that are more than sixty (60) days past due as of the Night Audit Cut-Off, Purchaser shall not be liable to Seller for such delinquent accounts receivable. Purchaser shall not have any obligation to collect any delinquent accounts receivable that are more than sixty (60) days past due as of the Accounts Receivable during Night Audit Cut-Off; provided that, upon prior written notice to Purchaser, Seller shall be free to initiate any legal action and/or take any other action against the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), payors of such accounts receivable in the same manner that Buyer uses an effort to collect its own accounts receivable; same, and any amounts collected by Seller in connection with any such action or otherwise shall be the sole property of, and shall be retained by, Seller, provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation right to commence terminate any agreements with such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments parties that are made directly assumed by Purchaser pursuant to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timethis Agreement.

Accounts Receivable. Seller and Shareholder represent and guaranty to Buyer that all of the Seller's accounts receivable, including without limitation, trade, non-trade and factored accounts receivable (acollectively referred to as the "Accounts Receivable") The Seller shall deliver to Buyer, on or promptly after existing as of the Closing Datehave arisen from bona fide transactions by Seller, a statement of the and are valid and collectible at their face amounts. Accounts ReceivableReceivable and any previously collected accounts receivable are not subject to returns or allowances. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the all Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter sixty (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable60) days after Closing; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationhowever, Buyer shall have no obligation not be required to commence any such Actionretain a collection agency or initiate legal proceedings for this purpose. Buyer shall send all All payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period trade creditors relating to the their Accounts Receivable shall be retained applied first to the applicable invoice to such account debtor which is equal to the amount of such payment or which is specified by such creditor, and, if none, to the oldest undisputed account. Within a reasonable time following the sixty (60) day collection period following the Closing, Buyer shall deliver to Seller a schedule of Accounts Receivable which are uncollected, which shall list each Account Receivable of Seller existing at Closing which has not been collected in full as of the date of such schedule and which Buyer desires not to retain (the "Uncollected Accounts"). Seller and Shareholder agree to repurchase, without recourse, by means of a setoff against the Note, all of the Uncollected Accounts. On the date that the Buyer delivers to Seller the schedule of uncollected Accounts Receivable (the "Delivery Date"), the principal amount outstanding on the Note shall be reduced by the amount of the Uncollected Accounts, plus the amount of interest that has accrued on the portion of the principal amount of the Note equal to the Uncollected Accounts from the Closing through the Delivery Date. Upon Seller. 's repurchase as provided herein, Buyer shall not discountunconditionally transfer all of its right, offsettitle and interest in the Uncollected Accounts to Seller, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timewithout recourse.

Accounts Receivable. (a) The Seller As soon as practicable after the Closing, the ACME Entities shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date and ending on the 180th one hundred twentieth (120th) day thereafter after the Closing Date (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Sellers' agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStation's credit, andsales, even if and other appropriate personnel in accordance with customary practices which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings on Sellers' behalf to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable or grant credit without Sellers' written consent, and Buyer shall not pledge, secure, or otherwise encumber such Accounts Receivable or the proceeds therefrom, other than to the Seller extent such pledge, security or encumbrance arises without any further action not specifically required by check or, at Buyer under Buyer’s election, deposit such payments by wire transfer 's or its Affiliates' financing instruments or facilities in the ordinary course of immediately available funds business. On or before the tenth (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (1510th) Business Days of receipt. On Day after the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) remit to show the amounts Sellers collections received by Buyer with respect to the Accounts Receivable during the preceding calendar month (orReceivable, if the Collection Period ends on together with a day other than the last day report of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any Accounts Receivable, shall be deposited (without offset) reasonable sales commissions or collection costs paid by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If ordinary course of its business during the Collection Period a dispute arises respective periods with regard respect to an account included among the those Accounts Receivable, plus any sales commission chargebacks taken by Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly extent such sales commissions were previously deducted in determining the amount to the Seller during the Collection Period relating be paid to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSellers hereunder.

Accounts Receivable. The KSMO Parties or their agent shall retain all revenues from advertising broadcast by the Station prior to the Base Date (“Licensee Accounts Receivable”). All revenues from the Advertisements broadcast by the Station on or after the Base Date, including revenues derived from advertising sold by the KSMO Parties or their agent prior to the Base Date that has not been aired as of the Base Date, shall be allocated between Sales Agent and Licensee as set forth in Schedule 3.1. Licensee shall use its best efforts to deliver to Sales Agent a schedule of Licensee Accounts Receivable, within seven (7) days of the Base Date. For a period of 120 days following the Base Date, Sales Agent shall issue invoices in accordance with the Station’s standard billing procedures for time sold and provided by the Station prior to the Base Date and not invoiced prior to the Base Date and remit to Licensee all amounts collected during the period in respect of the Licensee Accounts Receivable as follows: (a) The Seller shall deliver to Buyer, on or promptly before the eighteenth (18th) day of the second complete calendar month after the Closing Base Date, pay all amounts collected up to the end of the prior month; and (b) on or before the eighteenth (18th) day of each succeeding month, remit all amounts collected during the month prior thereto. With each remittance, Sales Agent shall furnish a statement of the amounts collected and the persons from whom such amounts were collected. Sales Agent shall, unless the remittance or an account receivable debtor specified otherwise, apply all amounts it receives from or for the benefit of any account receivable debtor first to pay the oldest undisputed Licensee Accounts ReceivableReceivable of such debtor before applying any of such amounts to pay any obligation of such debtor to Sales Agent arising during, or otherwise attributable to, the period after the Base Date. Buyer Licensee Accounts Receivable shall use not be included in Net Sales Revenue. Sales Agent shall collect Licensee Accounts Receivable using commercially reasonable efforts (without receipt of any additional consideration from that are consistent in all material respects with the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer efforts Sales Agent uses to collect its own accounts receivablereceivable from the sale of advertising on KCTV; provided, that Buyer however, Sales Agent shall not be not commence required to refer any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Licensee Accounts Receivable to the Seller by check oran attorney for collection, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day institute legal proceedings or take other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) extraordinary measures to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to collect any Licensee Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. Seller has provided Buyer a list of Division ------------------- Accounts Receivable and accounts in respect of revenue in excess of billing as at July 31, 1999 and shall provide to Buyer promptly following Closing a list of Division Accounts Receivable and accounts in respect of revenue in excess of billing as at the Closing Date (a) The collectively, the "Accounts Receivable List"), identifying in reasonable detail the account obligors and the amount of each receivable or account in respect of revenue in exess of billing. If Seller receives a payment after the Closing Date of any item on the Accounts Receivable List, Seller shall promptly deliver such payment or the instrument of payment with proper endorsements to Buyer, on or promptly after . On and following the Closing Date, a statement Buyer and Seller shall cooperate reasonably in notifying account obligors of the transfer to Buyer of the items on the Accounts ReceivableReceivable List , and instructing such obligors that payments in respect thereof should be made to Buyer. Buyer shall use commercially make reasonable commercial efforts (without receipt of any additional consideration from which shall not include the Sellerobligation to initiate collection actions) to collect the Accounts Receivable during the period beginning items on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining List . All amounts received by Buyer from an account obligor shall be applied first to the written authorization reduction of the Selleroldest applicable account receivable shown on the Accounts Receivable List (unless customer shall specifically identify a payment to another receivable). Seller agrees that if payment for each of the shown on the Accounts Receivable List is not received by Buyer on or before a date 180 days following the date on which each such receivable is due, andSeller shall upon Buyer's written request (which request shall specify in reasonable detail the item on the Accounts Receivable List which has not been paid) repurchase such unpaid item on the Accounts Receivable List within 7 business days following receipt of Buyer's request. If Seller shall not repurchase the item on the Accounts Receivable List in respect of which Buyer shall have given notice to Seller within such 7 business days, even if the amount due in respect of such repurchase shall bear interest at 10% per annum. Simultaneously with any payment by Seller provides such written authorizationunder this Section 10.17, Buyer shall sell, transfer and convey to Seller the item on the Accounts Receivable List and shall execute and deliver an instrument reasonably satisfactory to Seller evidencing such assignment. Upon repurchase of any item on the Accounts Receivable List hereunder Seller may in its discretion take any action it deems necessary or appropriate to collect such item on the Accounts Receivable List. Provided that Seller shall have no obligation hereunder to commence repurchase any such Action. Buyer shall send all payments received item on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer List (i) in respect of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have made compromises or settlements with account obligors and (ii) until the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder aggregate of the collected Accounts Receivable to Seller (with documentation reflecting reserve for bad debt provided for in the payment of commissions to such Transferred Employees). Buyer Closing Balance Sheet shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timehave been fully applied.

Accounts Receivable. (a) The At Closing, Seller shall deliver to BuyerBuyer a true, ------------------- correct and complete detailed statement (certified by a duly authorized financial officer of Seller) as of the Closing Date of each Account Receivable. For the one hundred-twenty (120) day period following the Closing Date (the "Collection Period"), Buyer shall, on Seller's behalf, use its commercially ----------------- reasonable efforts to collect such Accounts Receivable in accordance with Buyer's customary billing and collection practices; provided, however, that -------- ------- Buyer shall not commence litigation, employ counsel or promptly engage the services of a collection agency to effect such collection without Seller's prior written consent, nor shall Buyer have any obligation to compromise, adjust, concede or settle any account receivable generated after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of or otherwise grant any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)credit or allowance, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect the collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any Absent written evidence that an account debtor owing an Account Receivable is disputing in good faith any portion of such Account Receivable or that any payment received from such account debtor corresponds to a particular account receivable, any payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, such account debtor shall be deposited (without offset) by presumed to represent payment on the most-aged account receivable then owing from such account debtor, whether the account receivable is for the account of Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes or Seller. Any and all such Accounts Receivable in writing. If collected by Buyer on Seller's behalf shall be remitted to Seller within five Business Days after the end of each calendar month during the Collection Period a dispute arises with regard to an account included among Period. Upon expiration of the Accounts ReceivableCollection Period, Buyer shall promptly advise the Seller thereof and shall return that account have no further obligation to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to collect the Accounts Receivable shall be retained by on Seller's behalf. From and after the Seller. Buyer shall Closing Date through the expiration of the Collection Period, Seller agrees not discount, offset, adjust to institute legal proceedings or otherwise compromise engage the services of a collection agency to collect any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timewithout Buyer's prior written consent.

Accounts Receivable. (a) The Seller As soon as practicable after the Closing, Sellers shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date and ending on the 180th one hundred fiftieth (150th) day thereafter after the Closing Date (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Sellers’ agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStations’ credit, andsales, even if and other appropriate personnel in accordance with customary practices which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings on Sellers’ behalf to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable or grant credit without Sellers’ written consent, and Buyer shall not pledge, secure, or otherwise encumber such Accounts Receivable or the proceeds therefrom, other than to the Seller extent such pledge, security or encumbrance arises without any further action not specifically required by check or, at Buyer under Buyer’s election, deposit such payments by wire transfer or its Affiliates’ financing instruments or facilities in the ordinary course of immediately available funds business. On or before the twelfth (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (1512th) Business Days of receipt. On Day after the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) remit to show the amounts Sellers collections received by Buyer with respect to the Accounts Receivable during the preceding calendar month (orReceivable, if the Collection Period ends on together with a day other than the last day report of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any Accounts Receivable, shall be deposited (without offset) reasonable sales commissions or collection costs paid by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If ordinary course of its business during the Collection Period a dispute arises respective periods with regard respect to an account included among the those Accounts Receivable, plus any sales commission chargebacks taken by Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly extent such sales commissions were previously deducted in determining the amount to the Seller during the Collection Period relating be paid to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSellers hereunder.

Accounts Receivable. (a) The Seller With respect to the Stations, Xxxxxxxx shall deliver or cause to be delivered to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable best efforts (without receipt of any additional consideration from the SellerXxxxxxxx or any other Person) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th 120th day thereafter (the “Collection Period”), ) in the same manner that Buyer uses to collect its own and its Affiliates’ accounts receivable; provided, that Buyer shall not be not permitted to commence any Action Proceeding to effect collection or employ any collection agency, legal counsel, counsel or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the prior written authorization of the SellerXxxxxxxx, and, even if the Seller Xxxxxxxx provides such written authorization, Buyer shall have has no obligation to commence any such ActionProceeding. Buyer shall send all payments received on the Accounts Receivable to the Seller Xxxxxxxx (or any Person designated in writing with reasonable advance notice by Xxxxxxxx) by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller Xxxxxxxx (the “Seller AR Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth fifteenth (20th15th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty fifteen (2015) days after expiration of the Collection Period), Buyer shall furnish Seller Xxxxxxxx with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the a Station that was or is also a customer of the Seller Xxxxxxxx and/or Tribune and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller AR Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller Xxxxxxxx thereof and shall return that account to the SellerXxxxxxxx (or any Person designated in writing with reasonable advance notice by Xxxxxxxx). Any payments that are made directly to the Seller Xxxxxxxx (or any Person designated in writing with reasonable advance notice by Xxxxxxxx) during the Collection Period relating to the consisting of Accounts Receivable shall be retained by Xxxxxxxx (less any commissions in respect thereof, which shall be remitted to Buyer for payment in accordance with the Sellerfollowing sentence); provided, that any payments that are made directly to Xxxxxxxx or its Affiliates following the Effective Time relating to sales made or the operation of the Business following Closing shall be remitted promptly by Xxxxxxxx to Buyer. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts ReceivableReceivable except in accordance with the past practice of Xxxxxxxx, Tribune or their respective Affiliates; provided, that if any Transferred Employee is due a commission for any such collected payments payment due to a pre-Effective Time Closing sale order, then Buyer shall have the right right, unless Buyer received a credit for such commission in accordance with Section 2.08, to use that such collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller Xxxxxxxx (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time; provided, that at Buyer’s sole cost and expense, Xxxxxxxx shall provide such cooperation and reasonable assistance with respect thereto as is reasonably requested by Buyer.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after After the Closing Date, all payments collected for those accounts which were included within the Accounts Receivable on the Final Balance Sheet shall, unless otherwise designated for payment of a statement specific invoice by the account debtor, first be applied against outstanding invoices in the order of issuance (i.e., against the oldest invoices first). Buyer agrees to use normal and customary efforts in collecting the Accounts Receivable; provided that nothing contained herein shall be construed as requiring Buyer to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included with the Accounts Receivable. Buyer will provide Seller with written progress reports as reasonably requested by Seller as to the status of the collection of the Accounts Receivable. Buyer shall use commercially reasonable efforts If at the end of six (without receipt of any additional consideration 6) months from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date hereunder there remain any Accounts Receivable which are uncollected (over and ending above the amount of the reserves as reflected on the 180th day thereafter (the “Collection Period”Final Bal- ance Sheet), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation give written notice to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days days of receiptthe expiration of said six (6) month period stating such fact and setting forth the amount of the Account Receivable uncollected (the "Uncollected Receivables") after deducting any applicable reserves, and by delivering such notice Seller will be deemed to have made a claim (an "Accounts Receiv- able Claim") for such amount. On the twentieth Within fifteen (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2015) days after expiration of the Collection Period)delivery by Buyer of any such notice to Seller, Seller shall pay the amount of such Accounts Receivable Claim to Buyer, in cash, or from the Subject Shares escrowed pursuant to Section 1.8 above. Seller's obligation to pay any Accounts Receivable Claim hereunder shall be subject to any specific rights Seller may have hereunder or may have in general at law to dispute the amount or propriety of any such Accounts Receivable Claim. Upon payment to Buyer by Seller of an Accounts Receivable Claim, Buyer shall furnish be deemed to have assigned to Seller with a list (or its designee) all such Uncollected Receivables. In the “Aging Report”) to show the event that Buyer should receive payment for any such Uncollected Receivables, any amounts so received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable paid over to Seller (with documentation reflecting the payment of commissions to such Transferred Employeesor its designee). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The Seller Buyer shall deliver not be responsible for collection efforts of any accounts receivable not included or identified on the Seller’s last regular monthly billing to Buyer, on or promptly after customers prior to the Closing Date, a statement . Collection of amounts due associated with inactive accounts are the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt responsibility of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discountbe responsible for payment to Seller any current or past due amounts not paid by the customer associated with customer usage prior to the Closing Date. Buyer will undertake reasonable efforts consistent with prudent utility collection efforts to collect payments from customers for any amounts due identified on the Seller’s last regular monthly billing to customers prior to the Closing Date and Buyer’s monthly xxxxxxxx to customers after Closing, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due consistent with terms and conditions within Buyer’s operating tariff. Customer Deposits: Customer deposits held by Seller shall be conveyed to a pre-Effective Time sale order, then Buyer at Closing. Seller shall identify date of deposit and deposit amount held by each customer. Other Prorations Seller and Buyer shall have work together to develop mutually satisfactory prorations, so that Seller receives the right benefit of all revenues and is responsible for all costs incurred (including taxes) prior to use that collected payment the Closing, and Buyer receives the benefit of all revenues and is responsible for all costs incurred (including taxes) after the Closing related to pay ML&P's operations, including but not limited to prorations associated with the owed commissions to such Transferred Employees following: • Cost of power adjustment and then remit Beluga River Unit gas transfer pricing, including attendant balancing accounts; • Gas purchases, transportation and storage; • Purchased power; • Eklutna; • Southcentral Power Project; • Beluga River Unit; • Pole attachment. Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. EXHIBIT E DESIGNATED EXCLUDED ASSETS The Designated Excluded Assets will include the remainder of the collected Accounts Receivable Storage Facility, if Buyer so elects by written notice to Seller (with documentation reflecting not less than 30 days prior to the payment of commissions Closing Date. The Designated Excluded Assets will include the following three properties, if Buyer so elects by written notice to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to Seller not more than 90 days after the Effective Time.date of this Agreement. Address Use Parcel ID # 1301 South Xxxxxx St. Vacant (No longer substation #17) 000-000-00 13th & Xxxxxxx St. Vacant (No longer Substation #18) 000-000-00 Northern Lights & Eureka St. Vacant (No longer Substation #19) 000-000-00 000-000-00 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. EXHIBIT F EKLUTNA TRANSMISSION ASSETS

Accounts Receivable. For a period of six (a6) The Seller shall deliver to Buyer, on or promptly after months following the day of the Closing Date(the "Collection Period"), a statement each of the Sellers grant to Buyers the exclusive right to collect the accounts receivable of each of the Sellers related to the Business as of the Closing (the "Accounts Receivable"). Buyer shall During such period Buyers agree to use its commercially reasonable efforts (without receipt of any additional consideration from the Seller) consistent with this Section 1.9 to collect the Accounts Receivable during of each of the period beginning Sellers. Buyers shall be entitled to a processing fee of three percent (3%) of the monies collected on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer Accounts Receivable. A record of collections shall be not commence kept by Buyers, which records shall be available to any Action to effect of the Sellers at all reasonable times. During the Collection Period the net proceeds of the collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining shall be utilized for the written authorization payment of the SellerSellers' Accounts Payable, andand to the extent that the Sellers' Accounts Payable or claims for payment for an account payable not originally scheduled on this Agreement but made upon any Buyer (the "Excess AP Claims") exceeded the amount of the AP Holdback for the payment of the Excess AP Claims, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on net collections of the Accounts Receivable shall be held by the Buyers for the payment of the resolution of claims against the Sellers for Excess AP Claims, provided that after the initial two (2) months of the Collection Period, to the Seller by check orextent that the proceeds of the Buyers' net collection of the Accounts Receivable exceeds the then outstanding balance of the Sellers' Accounts Payable plus (i) any Excess AP Claims and (ii) any costs allocations as provided in this Agreement, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated net amount shall be remitted by the Seller (Buyers to the “Seller Account”), in either case each of the Sellers within fifteen (15) Business Days days following the close of receiptthe accounting period for the books and records then applicable to the Accounts Receivable. On Buyers shall be entitled to rely upon each of the twentieth Sellers' listing of an account as a payable that Buyers may pay hereunder unless express written notice is delivered to the Buyers or is noted on the listing provided to the Buyers as a disputed account. To the extent that any accounts payable is a disputed account, the Buyers shall be entitled to treat the amount thereof as an Excess AP Claim until reasonable proof of the resolution of the account in question is submitted to the Buyers. To the extent Buyers receive notice of an account of any of the Sellers which Buyers reasonably believe is a payable, but which is not listed on the listing of Sellers' Accounts Payable, Buyers shall notify the Sellers of such account. Sellers shall, within ten (20th10) days of Buyers' notice, advise Buyers whether such account should be an Excess AP Claim. In the event that the Sellers fail to provide such advice to Buyers within such 10-day period, each of the Sellers hereby waives any objection it may have to the payment of such account as an Excess AP Claim. In the collection of the Accounts Receivable, the first payments received by Buyers from any Customer shall be applied to the payment of the oldest outstanding balance of such Customer's account, except where a Customer is on a COD basis on the day of each calendar month during the Collection Period (and, if Closing or is thereafter converted in good faith to COD by the Collection Period ends Buyers. Payments made to Buyers by any Customer for products sold or services rendered by Buyers on a day other than COD basis shall not be applied to the last day Accounts Receivable that existed prior to the Closing, but shall be retained exclusively by Buyers. But in such cases, Buyers agree to use their commercially reasonable efforts to also collect an additional amount to be applied against the past due Accounts Receivable but shall not be required to terminate service to a Customer. Buyers agree to notify each of the Sellers at the time it places any Customer on a calendar month, within twenty (20) days after COD basis but shall not be required to institute legal action for any collection. Upon expiration of the Collection Period), Buyer the obligations of Buyers under this Section shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the terminate and uncollected Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received may be collected by Buyer during the Collection Period from a customer any of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, Sellers utilizing such means as it shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”)determine, unless the customer disputes parties agree in writing to a different manner of disposing of collection of such Accounts Receivable Receivable. Collection efforts by any of the Sellers shall not be deemed any violation of the Covenant Not to Compete set forth in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the SellerSection 4.5. Any payments that are made directly to credits due a Customer and not previously adjusted in the Seller during Purchase Price will be offset against the Collection Period relating to the Sellers' Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timecollections.

Accounts Receivable. (a) The Seller shall deliver to BuyerPromptly after the Closing, on or promptly after the Sellers will furnish the Purchaser with a list of the Pre-Closing Accounts Receivable outstanding as of the Closing Date, a statement of the Accounts Receivable. Buyer shall The Purchaser agrees to use commercially reasonable its Ordinary Course efforts (without receipt of any additional consideration from the Seller) to collect the Pre-Closing Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Receivable, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer however, the Purchaser shall not be not commence any Action required to effect institute a legal proceeding or retain a collection or employ any collection agency, legal counsel, or other third party, agency or take any other extraordinary means action outside of collections or pay any expenses to third parties the Ordinary Course to collect the Pre-Closing Accounts Receivable without obtaining Receivable. The Sellers may at any time designate a representative to monitor such collection at the written authorization of Purchaser’s facility and the Seller, and, even if Purchaser shall 20 provide the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable Sellers with reasonable access to the Seller Purchaser’s books and records to the extent reasonably required by check or, at Buyerthe Sellers to confirm the Purchaser’s election, deposit such payments by wire transfer of immediately available funds (without offset) into compliance with this Section 2.11. If the Purchaser receives a payment from an account designated by debtor relating solely to any Pre-Closing Account Receivable, the Seller Purchaser shall remit such payment to the Sellers within five (the “Seller Account”), in either case within fifteen (155) Business Days business days of receiptits receipt of such payment. On the twentieth tenth (20th10th) day of each calendar month during after the Collection Period (andClosing, if the Collection Period ends on Purchaser shall provide the Sellers with a day other than reconciliation of the last day collection of Pre-Closing Accounts Receivable for the month ended prior thereto. To the extent the Purchaser receives a payment from an account debtor of a calendar monthPre-Closing Account Receivable who also has an account receivable owing to the Purchaser relating to a post-Closing transaction, within twenty the Purchaser agrees to apply such payment to the oldest invoice first unless such account debtor specifically designates the application of such payment. The Purchaser agrees to execute such notices, bills of sale, assignment agreements or other documents as may be reasonably requested by Sellers and required to implement the transactions contemplated by this Section 2.11. In the event that any Pre-Closing Account Receivable from an account debtor remains outstanding for more than 180 days, SSCE shall consult with the Purchaser as to appropriate actions to collect such account. With the Purchaser’s prior written consent (20) days after expiration of the Collection Periodsuch consent not to be unreasonably withheld), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect may take reasonable action to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each collect such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timereceivable.

Accounts Receivable. Schedule 6.6 sets forth a complete and correct list of all Accounts Receivable included in the calculation of the Estimated Net Working Capital and any adjustment to the Base Purchase Price pursuant to Section 2.5 (a) the “Closing Date Receivables”). The Seller shall deliver to Buyer, on or promptly after list of the Closing Date, a statement Date Receivables may be revised in connection with the determination of the Accounts ReceivableClosing Date Net Working Capital. The Buyer agrees that it shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the Closing Date Receivables for a period beginning on of not less than one hundred fifty (150) days after the Closing Date (and ending on the 180th day an additional 30 days thereafter (the “Collection Period”), in the same manner with respect to Closing Date Receivables that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable are existing but unbilled prior to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”Closing Date), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received If collections by Buyer with respect to the Accounts Receivable Closing Date Receivables during the preceding calendar month one hundred fifty (or, if 150) day period following the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) Closing Date (and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated an additional 30 days thereafter with respect to any Accounts Receivable, shall be deposited Closing Date Receivables that are existing but unbilled prior to the Closing Date) are less than the amount of the Closing Date Receivables (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, deficit being referred to as the “Specified PaymentsUncollected Receivables Amount”), unless Sellers or Members shall pay to Buyer an amount equal to the customer disputes Uncollected Receivables Amount within ten (10) days of written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount shall not be subject to the provisions of Article X or any limitations of liability set forth therein. Any such Accounts Receivable in writingpayment shall be deemed an adjustment to the Purchase Price. Upon receiving payment for the Uncollected Receivables Amount, Buyer shall assign such Closing Date Receivables to the Sellers. If during the Collection Period a dispute arises with regard Buyer thereafter receives payment on any such Closing Date Receivables for which it has previously received payment pursuant to an account included among the Accounts Receivablethis Section 6.6, Buyer shall promptly advise pay to Seller (or Members, as applicable) the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained amount received by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due Closing Date Receivable. Upon assignment of any such uncollected Closing Date Receivables to a pre-Effective Time sale orderSellers, then Buyer Sellers shall have the right to use seek collection of any such Closing Date Receivables; provided, that collected payment Sellers shall provide written notice to pay Buyer in advance of Sellers initiating any legal proceedings against the owed commissions to account debtor on any such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeClosing Date Receivables.

Accounts Receivable. (a) The At the Closing, Seller shall assign to Buyer for collection purposes only all Accounts Receivable. Seller shall deliver to Buyer, Buyer on or promptly as soon as practicable after the Closing Datedate a complete and detailed statement showing the name, a statement amount and age of each Account Receivable. Subject to and limited by the following, collections of the Accounts ReceivableReceivable will be for the account of Seller. Buyer shall use commercially reasonable efforts (without receipt endeavor in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during the for a period beginning on of ninety (90) days after the Closing Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a any customer with an account which is an Account Receivable shall first be applied in reduction of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Account Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable has commenced legal action specifically disputing an outstanding balance and so directs in writingwriting with the accompanying payment. If during During the Collection Period a dispute arises with regard to an account included among the Accounts ReceivablePeriod, Buyer shall promptly advise furnish Seller with a list of , and pay over to Seller, the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller amounts collected during the Collection Period relating such calendar month with respect to the Accounts Receivable on a monthly basis. Buyer shall provide Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, Buyer and Seller shall meet to mutually and in good faith analyze any uncollected Account Receivable to determine if the same, in their reasonable business judgment, are deemed to be retained by collectable and if Buyer desires to retain such Account in the interest of maintaining on advertising relationship. As to each such Account, Buyer and Seller shall negotiate a good faith value of such Account, which Buyer shall pay to Seller if Buyer, in its sole discretion, chooses to retain such Account. Seller shall retain the right to collect any Account as to which the parties are unable to reach agreement as to a good faith value, and Buyer agrees to turn over to Seller any payments received against any such Account. As Seller's agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such Account Receivable, except with the approval of Seller. Buyer shall not discount, offset, adjust or otherwise compromise incur no liability to Seller for any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then uncollected account unless Buyer shall have engaged in willful misconduct or gross negligence in the right collection of such account. During and after the Collection Period, without specific agreement with Buyer to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder contrary, neither Seller nor its agents shall make any direct solicitation of the collected Account Receivable for collection purposes except for Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to retained by seller after the Effective TimeCollection Period.

Accounts Receivable. (a) The At the Closing, Seller shall assign to Buyer, for purposes of collection only, all accounts receivable arising out of the conduct of the business and operations of the Station prior to the Closing Date. Seller shall deliver to BuyerBuyer within ten (10) days after the Closing Date a complete and detailed statement of such accounts receivable for the Station, showing the name, amount and age of each such account receivable, and Buyer shall cause its employees to cooperate with Seller in the preparation of such statement Buyer shall undertake to xxxx such account debtors for any amounts unbilled by Seller by reason of the occurrence of the Closing Date prior to the date on or promptly which Seller normally and customarily would xxxx such account debtors. Buyer shall make reasonable efforts on Seller's behalf to collect the accounts receivable assigned hereunder for a period of one hundred twenty (120) days after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On or before the twentieth tenth (20th10th) day following the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within such one hundred twenty (20120) days after expiration of the Collection Period)day period, Buyer shall furnish Seller with a list (the “Aging Report”) of, and pay over to show Seller, the amounts received by Buyer collected during the one hundred twenty (120) day period with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivablesuch accounts receivable. Any payment received by Buyer during the Collection Period one hundred twenty (120) day period from any customer owing any such account receivable shall first be applied ln reduction of such account, unless such customer disputes his obligation therefor, in which case Buyer shall promptly return all records relating to such disputed account to Seller and shall have no further obligation with respect to the collection thereof. On or before the tenth (10th) day following the expiration of such one hundred twenty (120)day period, Buyer shall (i) furnish to Seller an accounting of, and remit to Seller, the amounts collected under such accounts receivable, and (ii) furnish Seller with a customer list of, and shall reassign to Seller, without recourse to Buyer, all of Seller's accounts receivable which then remain uncollected and thereafter Buyer shall have no further obligation under this Section 6. Buyer shall not be obligated to refer any of the Station accounts receivable assigned to it for collection hereunder to a collection agency or to an attorney for collection, and Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such account receivable, except with the approval of Seller. It is expressly understood and agreed that was or is also a customer of the Seller and that is obligated shall be free to take any action it may deem appropriate with respect to any Accounts Receivableaccount receivable reassigned to it, whether before or after the expiration of the one hundred twenty (120) day period, but that Seller shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If not take any action with respect to collecting any account receivable during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return 120 day period unless that account has been reassigned to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The Seller shall deliver Unless otherwise prohibited by law, to Buyerassure that Practice receives the entire amount of professional fees for its services and to assist Practice in maintaining reasonable cash flow for the payment of Office Expense, on or promptly after Business Manager may purchase, with recourse to Practice for the Closing Date, a statement amount of the Accounts Receivable. Buyer shall use commercially reasonable efforts purchase (without receipt up to the amount of any additional consideration from Adjusted Gross Revenue for such month), the Seller) to collect the Accounts Receivable accounts receivable of Practice arising during the period beginning on the Closing Date and ending on the 180th day thereafter previous month (the “Collection Period”)"Purchased Receivables") (i) in an amount equal to the difference, if any, between (A) the sum of the Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and the Monthly Practice Expense, by transferring such amount into the Depository Account, and (ii) in an amount equal to the difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the same manner that Buyer uses Management Fee. The consideration paid to collect its own accounts receivable; provided, that Buyer Business Manager for the purchase shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable an amount equal to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into Principal Services Revenue and Dispensary Business an account designated by amount equal to the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer Adjusted Gross Revenue with respect to the Accounts Receivable during Purchased Receivables (according to GAAP on an accrual basis net of Adjustments). Although it is the preceding calendar month (orintention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, if in the Collection Period ends on event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a day other than security interest in the last day Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of a calendar month, the month Purchased Receivables to Business Manager. All collections in which respect to the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment Purchased Receivables by Business Manager shall be received by Buyer during Business Manager as the Collection Period from agent of Practice and shall be endorsed to Business Manager and deposited in a customer bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect 35 of the Station that was or is also a customer of the Seller and that is obligated with respect Purchased Receivables, Practice shall direct such payments to any Accounts Receivable, shall be deposited (without offset) Business Manager for deposit in bank accounts designated by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeBusiness Manager.

Accounts Receivable. (a) The After the Closing, Buyer shall have full right and authority to collect for its own account all Accounts Receivable reflected on in the Closing Date Balance Sheet without any allowance for doubtful accounts ("Closing Accounts Receivable"). Each Seller and each Herndon Seller shall deliver immediately pay to Buyer any amount received by such Seller after the Closing attributable to paymexx xx xny Closing Accounts Receivable, except with respect to Assigned Receivables after assignment thereof to Parent as provided below. In the event that as of the date that is 180 days after the Closing Date (the "Adjustment Date") Buyer shall not have been paid in full in respect of Closing Accounts Receivable an amount equal to the Closing Accounts Receivable, Buyer shall give Parent written notice (the "Receivables Notice") specifying the sum of (i) the aggregate amount of Closing Accounts Receivable collected by Buyer during the period from the Closing Date through the Adjustment Date and (ii) the aggregate amount of Inventory (valued at original cost) that (x) is the subject of a Closing Accounts Receivable, (y) has been returned to Buyer during the period from the Closing Date through the Adjustment Date and (z) is not Defective Inventory (the "Collected Amount"). If the face amount of the Closing Accounts Receivable exceeds the Collected Amount, (i) such excess (the "Receivables Deficiency"), plus interest accrued on the amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate in effect from time to time, shall be paid by Parent to Buyer within five Business Days after the date that the Receivables Notice is given in immediately available funds and (ii) upon receipt of such payment, Buyer shall assign to Parent any Closing Accounts Receivable that were not collected during the period from the Closing Date through the Adjustment Date (the "Assigned Receivables"). Upon an assignment to Parent of Assigned Receivables pursuant to this Section, Buyer shall have no further responsibility with respect to any such Assigned Receivables and shall not be entitled to receive any portion of any amounts collected by Parent with respect thereto, and Parent shall be entitled to undertake any and all collection efforts with respect to any such Assigned Receivables. Buyer shall promptly pay to Seller any amount received by Buyer after the Adjustment Date attributable to payment of any Assigned Receivables. In calculating the amount, if any, which Parent must pay to Buyer pursuant to this Section 1.7, payments received by Buyer on account of receivables from a particular customer shall be credited first to the oldest account receivable of that customer until all accounts receivable with respect to that customer are paid in full; provided, however, that no such payment shall be so credited to any pre-Closing account receivable with respect to a Disputed Account Receivable of such customer (as defined below) unless such customer shall have specifically advised Buyer to credit such payment to such Closing Account Receivable. For purposes of this Agreement, "Disputed Account Receivable" means any Closing Account Receivable owed: (i) by a customer who is bankrupt; (ii) by a customer who has asserted in writing a bona fide claim that the products or services sold and which are the subject matter of the Closing Account Receivable were defective or that the cost of the products or services received from Seller were less than the amount invoiced; (iii) by a customer who, in the reasonable opinion of Buyer, has a bona fide claim that an error has been made on the invoice to such customer; or (iv) by a customer who has asserted that the invoice and shipping documentation did not comply with the customer's requirement In connection with such acquisition of Closing Accounts Receivable by Parent, Buyer agrees to execute assignments, in form and substance reasonably satisfactory to Buyer, on as are reasonably requested by Parent in order to effectively transfer to Parent such Closing Accounts Receivable. (b) From and after the Closing, Buyer shall use reasonable efforts to collect all of the Closing Accounts Receivable at their full face value and shall be prompt, and shall exercise reasonable diligence, in such efforts, but in no event shall Buyer be required to resort to litigation to try to collect any such Closing Accounts Receivable. Parent and each Seller shall provide reasonable assistance to Buyer with respect to the collection of the Closing Accounts Receivable. Buyer shall provide to Parent and each Seller reasonable access during regular business hours to all books and records relating to the Closing Accounts Receivable and any payments made with respect thereto. Prior to the Adjustment Date, neither Parent nor any Seller shall contact directly or promptly indirectly any customer from which a Closing Accounts Receivable is due with respect to any matters contemplated by this Agreement, including any outstanding Closing Account Receivable, without Buyer's prior consent in each case. (c) Commencing 60 days after the Closing Date, a statement and continuing not less frequently than monthly during the 120 days thereafter, Buyer shall deliver written reports to Parent setting forth in reasonable detail the status of the collection of the Closing Accounts Receivable, on a customer by customer basis, the collection efforts made by Buyer relating thereto and the status of the payment of any other receivables from such customers to Buyer. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from in all respects, including its collection efforts, treat the Seller) to collect the Closing Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect as it treats its own other accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.1.8

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing DateClosing, a statement of the Accounts Receivable. Buyer Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) consistent with Sellers’ past practices to collect all of the billed Accounts Receivable during the period beginning on within 120 days after the Closing Date and ending on all of the 180th day thereafter unbilled Accounts Receivable within one (1) year after the “Collection Period”)Closing Date. Purchaser further agrees that, in from and after the same manner that Buyer uses Closing, it shall not, directly or indirectly, take any action, or fail to collect its own accounts receivable; providedtake any action, that Buyer shall be not commence would have the effect of delaying, interfering with or in any Action to effect way hindering the collection or employ of any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise or that would permit any customer to extend the Seller thereof and shall return that account to due date for payment of any of the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, however, that if any Transferred Employee action or inaction on behalf of Purchaser that is due prohibited by this Section 3.16 shall occur, the occurrence of such action or inaction and any negative effect that such action or inaction may have on the collection of any of the Accounts Receivable shall not in any case constitute a commission breach of the representations and warranties by Sellers set forth in Section 3.16(a). In addition, Purchaser shall promptly notify Sellers in writing and reasonably consult with Sellers to the extent that Purchaser reasonably anticipates that it will be unable to collect any of the billed Accounts Receivable within 120 days after the Closing Date or any of the unbilled Accounts Receivable within one (1) year after the Closing Date (hereinafter referred to as an “Uncollectible Account”). Within fifteen (15) days of receipt of any such notice, Sellers may elect by delivering written notice to Purchaser (a “Repurchase Notice”) to repurchase any such Uncollectible Account from Purchaser for a purchase price equal to the aggregate face value of such collected payments due Uncollectible Account. No later than ten (10) days following receipt of such Repurchase Notice, Purchaser shall execute and deliver to Sellers all instruments as shall be reasonably necessary to effectively vest in Sellers all of the right, title and interest of Purchaser with respect to any Uncollectible Account which is the subject of a pre-Effective Time sale orderRepurchase Notice without any representation or recourse. Notwithstanding anything to the contrary set forth in this Agreement, then Buyer shall have the right not be entitled to use that collected payment indemnification or any other remedy pursuant to pay the owed commissions this Agreement with respect to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeany Uncollectible Account which is repurchased by Sellers as described herein.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing until the date that is eighteen (18) months after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect all accounts receivable of the Accounts Receivable during the period beginning on Company and its Subsidiaries arising prior to the Closing Date and ending on the 180th day thereafter Date, whether or not invoiced or billed (the “Collection PeriodPre-Closing Accounts Receivable”); it being understood that Buyer’s obligation to use commercially reasonable efforts may be satisfied by continuing and, if necessary, renewing, one or more of the Company’s current accounts receivable servicing agreements with the applicable counterparties thereto (the “Account Servicers”) and maintaining, monitoring and authorizing the Account Servicers’ collection efforts in a manner substantially consistent with practices of the Company prior to the Closing Date, as may be adjusted, from and after the three (3) month anniversary of the Closing Date, to take into account the declining balance of the Pre-Closing Accounts Receivable over time. Buyer and the Company shall continue to maintain the IT Systems in accordance with historical practices, and shall not make any (i) material modifications to the Contracts in effect with the applicable Account Servicers; (ii) material modifications to the IT Systems applicable to the Pre-Closing Accounts Receivable; or (iii) material adjustments to the Company’s employees with responsibility for supervising the Pre-Closing Accounts Receivable (other than, from and after the three (3) month anniversary of the Closing Date, adjustments to take into account the declining balance of the Pre-Closing Accounts Receivable over time), in each case, without the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the prior written authorization consent of the SellerHolder Representative (such consent not to be unreasonably withheld, anddelayed or conditioned). Buyer and the Holder Representative shall regularly consult regarding the status of the collection of the Pre-Closing Accounts Receivable. Without limiting the foregoing, even if following the Seller provides such written authorizationClosing, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on provide the Accounts Receivable Holder Representative and its representatives reasonable access (upon reasonable notice and during normal business hours) to the Seller by check orrecords, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration properties and personnel of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) Company and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period its Subsidiaries relating to the collection of the Pre-Closing Accounts Receivable and shall be retained by cause the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder personnel of the collected Company and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Pre-Closing Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timecollection efforts.

Accounts Receivable. (a) The Seller shall deliver to Buyer, Purchase Price factor based on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained One Hundred Percent (100%) of accounts receivable as shown on the books and records of Company at Closing. The terms for payment of this portion of the Purchase Price are as follows: The Purchaser will deposit twenty-five percent (25%) of the Purchase Price for the Accounts Receivable in an accounts receivable escrow account at JX Xxxxxx Cxxxx Bank (the “AREA”), with the balance of the Purchase Price for the Accounts Receivable paid in cash to the Company at Closing. Purchaser shall collect, for a period of forty-five (45) days subsequent to closing, all accounts receivable purchased by the SellerPurchaser. After such forty-five (45) day period after Closing, Buyer shall not discount, offset, adjust or otherwise compromise any assign back to Company all Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due Receivable which Purchaser has been unable to a pre-Effective Time sale order, then Buyer collect. Company shall have purchase all of the right uncollected Accounts Receivable in full at face amount with Purchaser to use that collected be paid from the AREA. After said payment to pay the owed commissions Purchaser, Company shall be entitled to such Transferred Employees and then remit the remainder of the collected AREA. The AREA shall be established pursuant to a separate Accounts Receivable Escrow Account Agreement (the “AR Escrow Agreement”) in which Company, the Purchaser and JX Xxxxxx Chase Bank will be parties. The purpose of the AR Escrow Agreement is to Seller secure Seller’s repurchase obligation. Purchaser will be granted a perfected security interest in the AREA by having “control” as that term is defined in I.C. 26-1-9.1-104. If the AREA is insufficient to purchase in full the uncollected Accounts Receivable, Company will pay Purchaser the shortfall in cash, in ten (with documentation reflecting 10) days. Any money returned to Purchaser from the payment of commissions to such Transferred Employees). Buyer AR Escrow Agreement shall be responsible with interest earned on that portion returned. On money paid to notify third parties Company, interest earned on that money shall be paid to commence paying Buyer for accounts receivables relating to after the Effective TimeCompany.

Accounts Receivable. (a) The At the Closing, Seller shall deliver assign to BuyerBuyer the Accounts Receivable (as shown on the books of the Hotel as of the Proration Time), and the Purchase Price shall be increased by an amount equal to the sum of: (1) 95% of the amounts owed from credit card companies pursuant to signed credit card receipts, regardless of whether such credit card receipts have been delivered by Seller to the credit card companies (net of fees payable in connection with the processing of credit card charges), plus (2) 75% of the amount of all other Accounts Receivable past due 90 days or less (excepting, however, amounts due from transient guests for lodging and other items on or promptly the night commencing prior to and ending on the day on which the Proration Time occurs), plus (3) one-half of the amounts due from transient guests for lodging and other items on said night (or, to the extent that such transient guests settle their accounts with a credit card, Seller shall receive 95% of the amount described in this clause (3)). All Accounts Receivable as of the Proration Time for which the Purchase Price is so increased, and all accounts receivable arising out of Hotel operations from and after the Proration Time, shall be the property of Buyer after the Closing, subject to the following reconciliations: (x) on the date that is three (3) months after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning and again on the date that is six (6) months after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationDate, Buyer shall have no obligation to commence pay Seller any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer from and after the Closing on account of the Accounts Receivable in excess of the payment Seller receives at the Closing for the Accounts Receivable (or, with respect to the six-month reconciliation, in excess of payments received by Seller at the Closing and at the three-month reconciliation), and (y) upon completion of the six-month reconciliation, if it is determined that Seller has received payments on account of Accounts Receivable during greater than amounts collected by Buyer after the Closing with respect thereto, then Seller promptly shall reimburse Buyer for such excess amount, and Buyer shall re-assign to Seller the right to collect any Accounts Receivable remaining unpaid as of such date. After the reconciliations made pursuant to the preceding calendar month (orsentence, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the there shall be no further adjustment between Seller and that is obligated Buyer with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.

Accounts Receivable. (a) The After the Closing, Buyer shall have full right and authority to collect for its own account all Accounts Receivable reflected on in the Closing Date Balance Sheet without any allowance for doubtful accounts ("Closing Accounts Receivable"). Each Seller and each Hernxxx Xxxler shall deliver immediately pay to Buyer, on or promptly Buyer any amount received by such Seller after the Closing Dateattributable to payment of any Closing Accounts Receivable, a statement except with respect to Assigned Receivables after assignment thereof to Parent as provided below. In the event that as of the date that is 180 days after the Closing Date (the "Adjustment Date") Buyer shall not have been paid in full in respect of Closing Accounts Receivable an amount equal to the Closing Accounts Receivable. , Buyer shall use commercially reasonable efforts give Parent written notice (without receipt the "Receivables Notice") specifying the sum of any additional consideration from (i) the Seller) to collect the aggregate amount of Closing Accounts Receivable collected by Buyer during the period beginning on from the Closing Date through the Adjustment Date and ending (ii) the aggregate amount of Inventory (valued at original cost) that (x) is the subject of a Closing Accounts Receivable, (y) has been returned to Buyer during the period from the Closing Date through the Adjustment Date and (z) is not Defective Inventory (the "Collected Amount"). If the face amount of the Closing Accounts Receivable exceeds the Collected Amount, (i) such excess (the "Receivables Deficiency"), plus interest accrued on the 180th day thereafter amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate in effect from time to time, shall be paid by Parent to Buyer within five Business Days after the date that the Receivables Notice is given in immediately available funds and (ii) upon receipt of such payment, Buyer shall assign to Parent any Closing Accounts Receivable that were not collected during the period from the Closing Date through the Adjustment Date (the “Collection Period”"Assigned Receivables"), in the same manner that Buyer uses . Upon an assignment to collect its own accounts receivable; provided, that Buyer shall be not commence any Action Parent of Assigned Receivables pursuant to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationthis Section, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated further responsibility with respect to any Accounts Receivablesuch Assigned Receivables and shall not be entitled to receive any portion of any amounts collected by Parent with respect thereto, and Parent shall be deposited (without offset) by Buyer in the Seller Account (each entitled to undertake any and all collection efforts with respect to any such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingAssigned Receivables. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise pay to Seller any amount received by Buyer after the Seller thereof and Adjustment Date attributable to payment of any Assigned Receivables. In calculating the amount, if any, which Parent must pay to Buyer pursuant to this Section 1.7, payments received by Buyer on account of receivables from a particular customer shall return that account be credited first to the Seller. Any payments oldest account receivable of that customer until all accounts receivable with respect to that customer are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivablepaid in full; provided, however, that if no such payment shall be so credited to any Transferred Employee is due a commission for such collected payments due pre-Closing account receivable with respect to a pre-Effective Time sale order, then Buyer Disputed Account Receivable of such customer (as defined below) unless such customer shall have the right specifically advised Buyer to use that collected credit such payment to pay the owed commissions to such Transferred Employees and then remit the remainder Closing Account Receivable. For purposes of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.this Agreement, "

Accounts Receivable. (a) The Seller On the Closing Date, Granite shall deliver to Buyer, on or promptly Buyer a statement listing all Accounts Receivable. During the period commencing with the Closing Date and ending the 120th calendar day after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect consistent with its practices for collection of its own accounts receivable; provided, that that, Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence or not to commence litigation or legal action to effect collection and may make any such Actionadjustment, concession or settlement which in the good faith judgment of Buyer is commercially reasonable; provided, further, that in no event shall Buyer incur any Liability for any failure to collect any Accounts Receivable except for its willful breach of this Section 2.3. Buyer shall send remit to Granite all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received collected by Buyer with respect to the Accounts Receivable in accordance with the following schedule: (a) on or before the 20th day of the first complete calendar month after the Closing Date, remit all amounts collected up to the end of the previous month; and (b) on or before the 20th day of each succeeding month, remit all amounts collected during the preceding calendar month previous thereto; less, in the case of clauses (ora) and (b) above, if any sales commissions or collection costs paid by Buyer or its Affiliates in the Collection Period ends on ordinary course of business consistent with past practices of Sellers during the respective periods with respect to such Accounts Receivable. Buyer shall hold all such amounts so collected in trust for Granite in a day separate account, and with each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Notwithstanding the foregoing, Buyer shall be entitled to retain and be under no obligation to remit to Sellers any amounts (including any accounts receivable) received by Buyer (or its Affiliates), and Sellers shall cause any amounts (including any accounts receivable) received by Sellers (or their Affiliates) to be promptly remitted to Buyer, in either case that are (a) attributable to the Business after the Closing Date or (b) attributable to any business (other than the last day Business) of a calendar monthBuyer (or its Affiliates); provided, that, absent specific direction from the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment Receivable counterparty, all payments received by Buyer during shall be first applied to the Collection Period from a customer oldest non-disputed Accounts Receivable of Sellers and Buyer shall not make any request of such counterparty inconsistent with such application to the Station that was or is also a customer of the Seller and that is obligated with respect to any oldest Accounts Receivable, shall be deposited (without offset) by Buyer in . Buyer’s obligations to collect the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingshall expire as of midnight on the 120th day following the Closing Date. If during the Collection Period a dispute arises with regard to an account included among the Accounts ReceivableWithin ten (10) business days thereafter, Buyer shall promptly advise remit to Granite all amounts collected from the Seller Closing Date until the date thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating with respect to the Accounts Receivable shall be retained by to the Sellerextent not previously remitted to Granite. Upon expiration of Buyer’s collection obligation under this Section 2.3, Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due turn over to a pre-Effective Time sale order, then Buyer shall have Granite all documents and records evidencing (a) the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable which were paid to Seller Granite hereunder and (with documentation reflecting b) the payment Accounts Receivable which remain uncollected, and Granite shall assume responsibility for collection of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer any remaining Accounts Receivable for accounts receivables relating to after the Effective Timeits own account.

Accounts Receivable. (a) The Seller shall deliver Buyer acknowledges that all accounts receivable arising prior to Buyerthe Closing Date in connection with the operation of the Stations, on or promptly after including but not limited to accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date, a statement shall remain the property of the RBF ("Seller Accounts Receivable. ") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor under this Agreement. For a period of one hundred twenty (120) days following the Closing Date (the "Collection Period"), Buyer shall for no remuneration use commercially reasonable substantially the same efforts (without receipt of any additional consideration from the Seller) to collect the Seller Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that as Buyer uses to collect its Buyer's own accounts receivable; providedreceivable in the normal and ordinary course of business, and Buyer will apply all such amounts collected in connection with the Seller Accounts Receivable collected in connection with the Seller Accounts Receivable to the debtor's oldest account receivable first, except that any such accounts collected by Buyer who are also indebted to Buyer for programs and announcements broadcast on any of the Stations may be applied to Buyer's account if so directed by the debtor or under circumstances in which there is a bona fide dispute between RBF and such account debtor with respect to such account. Buyer's obligation and authority shall be not commence any Action extend to effect the institution of litigation, employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection. Buyer agrees to reasonably cooperate with RBF, at RBF's expense, as to any litigation or pay any expenses to third parties other collection efforts instituted by RBF to collect any delinquent Seller Accounts Receivable. During the Collection Period, neither Seller nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Seller Accounts Receivable without obtaining that are paid directly to Seller shall be retained by Seller, but Seller shall provide Buyer with prompt notice of any such payment. Except as otherwise provided herein, amounts collected by Buyer on account of Seller Accounts Receivable shall be remitted in full to RBF on a monthly basis, by the written authorization fifteenth (15) day of the Seller, and, even if month following the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actionmonth for which remittance is due. Buyer shall send all payments deliver to RBF an accounting showing the amount it received during each period on each account. At the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer conclusion of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day and after remittance of a calendar month, within twenty (20) days after expiration of the Collection Period)all amounts collected, Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer will thereafter have no further responsibility with respect to the collection of the Seller Accounts Receivable during the preceding calendar month (orReceivable, if the Collection Period ends on a day other than the last day of a calendar monthand Buyer may apply all collections received by Buyer from any party who continues business with Buyer to obligations owing to Buyer, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any except for any payment received by Buyer during the Collection Period from a customer of the Station that was or which such party specifies is also a customer of the Seller and that is obligated with respect for amounts owed to any Accounts ReceivableRBF, in which event such specified amounts shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard paid over to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the SellerRBF. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay compromise, settle or adjust the owed commissions to such Transferred Employees and then remit the remainder amounts of any one of the collected Seller Accounts Receivable to Seller (with documentation reflecting the payment of without RBF's prior written consent. RBF shall promptly pay all sales commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeall of its accounts receivable whenever RBF receives payment thereon.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect all accounts receivable transferred to Buyer (including the Accounts Receivable during accounts receivable of the period beginning Foreign Subsidiaries) on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), "Accounts Receivable") but in no event will Buyer be required to apply efforts which are greater than the efforts applied by Sellers and the Foreign Subsidiaries in the same manner collection of the accounts receivable of the Business and in no event shall Buyer be required to file a claim or pursue litigation or arbitration against any account debtor of the Business. Upon delivery of the Closing Statement, Buyer will deliver to Parent a statement (the "Uncollected A/R Statement") setting forth the amount of any Accounts Receivable that remain uncollected by Buyer uses to collect its own accounts receivable; provided, that Buyer as of the A/R Payment Date (the "Uncollected Accounts Receivable") together with reasonable documentation in support thereof. The Uncollected A/R Statement shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means prepared in accordance with the Accounting Principles. For a period of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization thirty (30) days after delivery of the Seller, and, even if the Seller provides such written authorizationUncollected A/R Statement, Buyer shall have no obligation provide Parent with reasonable access during normal business hours to commence any such Action. the books, records, employees and agents of Buyer shall send all payments received on related to the Uncollected Accounts Receivable and the preparation of the Uncollected A/R Statement. If, within thirty (30) days after the delivery of the Uncollected A/R Statement, Parent disputes in good faith the amount of any Uncollected Account Receivable, Parent shall deliver to Buyer within such period a written notice (the "A/R Dispute Notice") specifying in reasonable detail all disputed items and the basis therefor (collectively, the "A/R Disputed Items"). The failure by Parent to provide an A/R Dispute Notice within such thirty (30) day period to Buyer will constitute Parent's acceptance of the Uncollected A/R Statement. Parent shall be deemed to have agreed with the amount of all Uncollected Accounts Receivable included in the Uncollected A/R Statement except such amounts that are specifically disputed in the A/R Dispute Notice. If Parent provides Buyer with a timely A/R Dispute Notice, Buyer and Parent shall, within thirty (30) days (or such longer period as mutually agreed upon by Buyer and Parent) following the delivery of such A/R Dispute Notice to Buyer (the "A/R Resolution Period"), negotiate in good faith to resolve the A/R Disputed Items to their satisfaction. At the conclusion of the A/R Resolution Period, Buyer and Parent shall refer all unresolved A/R Disputed Items to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer Independent Accountant in accordance with the provisions of immediately available funds Section 1.7(b) hereof. Within five (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (155) Business Days after the final determination of receipt. On the twentieth amount of Uncollected Accounts Receivable, (20thi) day of each calendar month during Sellers shall pay to Buyer an amount equal to the Collection Period (andexcess, if the Collection Period ends on a day other than the last day of a calendar monthany, within twenty (20) days after expiration of the Collection Period), Uncollected Accounts Receivable over the allowance for doubtful accounts shown on the Closing Statement and (ii) Buyer shall furnish Seller transfer, convey and assign to Sellers the Uncollected Accounts Receivable relating to such excess, along with any documents related to the collection of such accounts as may be reasonably requested by Sellers. Buyer, at its election, may decide to not transfer to Sellers any specific uncollected account and the amount payable to Buyer by Sellers pursuant to the preceding sentence shall be accordingly reduced. Sellers may collect the Uncollected Accounts Receivable transferred to them in a list (manner consistent with the “Aging Report”) manner the Sellers have used to show collect accounts receivable in the amounts received by Buyer ordinary course of business consistent with past practice with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar monthBusiness. As used herein, the month in "A/R Payment Date" shall mean the date which the Collection Period expiredis ninety (90) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to days after the Effective TimeClosing Date.

Accounts Receivable. (a) The Seller At Closing, Sellers shall assign to Buyer, for collection purposes only, all Accounts Receivable. Sellers shall deliver to Buyer, Buyer on or promptly as soon as practicable after Closing a complete and detailed statement showing the Closing Datename, a statement amount, and age of each Account Receivable. Subject to and limited by the following, collections of the Accounts ReceivableReceivable by Buyer following Closing will be for the account of Sellers. Buyer shall use commercially reasonable efforts (without receipt endeavor in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during the for a period beginning on the Closing Date and ending on the 180th day thereafter of ninety (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2090) days after expiration of Closing (the "Collection Period"), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a any customer with an account which is an Account Receivable shall first be applied in reduction of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Account Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes otherwise directs in writing. During the Collection Period, on a monthly basis, Buyer shall furnish Sellers with a list of, and shall pay over to Sellers, the amounts collected during the preceding month with respect to the Accounts Receivable. Buyer shall provide Sellers with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, Buyer and Sellers shall meet to analyze in good faith any uncollected Account Receivable in order to determine if the same, in their reasonable business judgment, is deemed to be collectible and if Buyer desires to retain a business relationship with the customer carrying such Account Receivable. As to each such customer carrying an Account Receivable with whom Buyer, in its sole discretion, elects to retain a business relationship, Buyer and Sellers shall negotiate a goodfaith value of the Account Receivable, which Buyer shall pay to Sellers. Sellers shall retain the right to collect any Account Receivable as to which the parties are unable to reach agreement as to a goodfaith value, and Buyer agrees to turn over to Sellers any payments received against any such Account Receivable. As Sellers' agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable in writing. If during to a collection agency or to any attorney for collection, and Buyer shall not make any such referral, nor compromise, settle, or adjust the Collection Period a dispute arises with regard to an account included among the Accounts amount of any such Account Receivable, Buyer shall promptly advise except with the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Sellerapproval of Sellers. Buyer shall not discountincur no liability to Sellers for any uncollected Account Receivable, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then unless Buyer shall have engaged in willful misconduct or gross negligence in the right collection of such Account Receivable. During and after the Collection Period, without specific agreement with Buyer to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder contrary, no Seller nor any agent of the collected any Seller shall make any direct contact for purposes of collection with any customer carrying an Account Receivable, except for Accounts Receivable to retained by any Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCollection Period.