Common use of Accounts Receivable Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Accounts Receivable. (a) The Seller If requested by Agent, Borrower shall deliver to Buyernotify Agent immediately of all material disputes and claims by any Account Debtor and, on or promptly if reasonably requested by Agent after the Closing Dateoccurrence and during the continuance of an Event of Default, settle or adjust them, or cause them to be settled or adjusted, at no expense to Agent or Lenders. If Agent directs after the occurrence and during the continuance of an Event of Default, no discount or credit allowance shall be granted thereafter by Borrower or any Designated Subsidiary to any Account Debtor, other than discounts and trade allowances offered in the ordinary course of Borrower's or a statement of the Accounts ReceivableDesignated Subsidiary's business. Buyer shall use commercially reasonable efforts (without receipt All Account Debtor payments and all net amounts received by Agent in settlements, adjustment or liquidation of any additional consideration from Account Receivable may be applied by Agent to the SellerLiabilities or credited to the Demand Deposit Account (subject to collection) to collect with Agent, as more fully described in Section 2.10. If requested by Agent, Borrower will, and will cause each Designated Subsidiary to, make proper entries in its books and records, disclosing 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 assignment 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 Agent, for the Seller by check or, at Buyer’s election, deposit such payments by wire transfer benefit 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) itself 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 TimeLenders. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(aBorrower warrants and covenants that: (i) that is not specifically designated in writing as a payment all of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for are and will continue to be bona fide existing obligations created by the longest amount sale of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectivelygoods, the “Remitted Payments”rendering of services, or the furnishing of other good and sufficient consideration to Account Debtors in the regular course of business; (ii) shall all shipping or delivery receipts and other documents furnished or to be promptly remitted by furnished to Agent in connection therewith are and will be genuine; and (iii) none of the Seller Accounts Receivable identified or included on any schedule, Borrowing Base Certificate or report as Eligible Accounts Receivable fail at the time so identified or included to Buyersatisfy any of the requirements for eligibility set forth in the definition of Eligible Accounts Receivable. (c) The Seller shall send all Remitted Payments by checkAgent is authorized and empowered (which authorization and power, or at the Seller’s electionbeing coupled with an interest, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than is irrevocable until the last day to occur of termination of this Agreement and payment and performance in full of all of the Payment Liabilities under this Agreement) at any time in its sole and absolute discretion: (i) To request, in the name of Agent, in Borrower's or a Designated Subsidiary's name or the name of a calendar monththird party, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller confirmation from any Account Debtor or party obligated under or with respect to any Collateral of the amount shown by the Accounts Receivable or other Collateral to be payable, or any other matter stated therein; (ii) To endorse in Borrower's or a Designated Subsidiary's name and to collect any chattel paper, checks, notes, drafts, instruments or other items of payment tendered to or received by Agent in payment of any Account Receivable or other obligation owing to Borrower or such Designated Subsidiary; (iii) After the occurrence and during the preceding calendar month continuance of an Event of Default, to notify, either in Agent's name or Borrower's or a Designated Subsidiary's name, and/or to require Borrower or such Designated Subsidiary to notify, any Account Debtor or other Person obligated under or in respect of any Collateral, of the fact of Agent's Lien thereon, for the benefit of itself and Lenders, and of the collateral assignment thereof to Agent, for the benefit of itself and Lenders; (oriv) After the occurrence and during the continuance of an Event of Default, if to direct, either in Borrower's or a Designated Subsidiary's name or Agent's name, and/or to require Borrower or such Designated Subsidiary to direct, any Account Debtor or other Person obligated under or in respect of any Collateral to make payment directly to Agent of any amounts due or to become due thereunder or with respect thereto; and (v) After the Collection Period ends on a day other occurrence and during the continuance of an Event of Default, to demand, collect, surrender, release or exchange all or any part of any Collateral or any amounts due thereunder or with respect thereto, or compromise or extend or renew for any period (whether or not longer than the last day initial period) any and all sums which are now or may hereafter become due or owing upon or with respect to any of the Collateral, or enforce, by suit or otherwise, payment or performance of any of the Collateral either in Agent's own name or in the name of Borrower or a calendar monthDesignated Subsidiary. Under no circumstances shall Agent be under any duty to act in regard to any of the foregoing matters. The costs relating to any of the foregoing matters, the month in which the Collection Period expired)including Attorneys' Fees and out-of-pocket expenses, and Buyer the cost of any Depository Account, Assignee Deposit Account, or other bank account or accounts which may be required hereunder, shall use that information in be borne solely by Borrower whether the submission of the Aging Reports same are incurred by Agent or Borrower, and Agent may after three Banking Days' prior to be supplied notice to the Seller pursuant Borrower advance same to subsection (a) of this SectionBorrower as a Revolving Loan. (d) Buyer Borrower will notify its Account Debtors to make all payments in respect of Borrower's Accounts Receivable directly to one or more lockbox accounts evidenced by agreements in form and substance satisfactory to Agent. All deposits to such lockbox accounts, and all of the checks, drafts, cash and other remittances received by Borrower in payment or as proceeds of, or on account of, any of the Accounts Receivable or other Collateral, shall be deposited in special bank accounts (the "Depository Accounts") at such banks or financial institutions as Agent shall consent. Said proceeds shall be deposited in precisely the form received except for Borrower's endorsement where necessary to permit collection of items, which endorsement Borrower agrees to make. Pending such deposit, Borrower agrees not to commingle any such checks, drafts, cash and other remittances received by it with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for Agent, for the benefit of itself and Lenders, until deposit thereof is made in the Depository Accounts. All funds in the Depository Accounts at the end of each Banking Day will be wire transferred or transferred by other means acceptable to Agent to a special bank account (the "Assignee Deposit Account") at BAI, over which Agent alone has power of withdrawal. Borrower acknowledges that the maintenance of the Assignee Deposit Account is solely for the convenience of Agent in facilitating its own operations, and Borrower does not and shall not have any right, title or interest in the Assignee Deposit Account or in the amounts at any time appearing to the credit thereof, except to the extent that such amounts are transferred to Borrower's Demand Deposit Account or operating account in accordance with Section 2.10(b) (i). Borrower agrees not to maintain any depository accounts other than Depository Accounts, the Demand Deposit Account and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party Assignee Deposit Account established pursuant to this Section 6.023.2(d). Upon the full and final liquidation of all Payment Liabilities, upon reasonable advance notice Agent will pay over to Borrower any excess amounts received by Agent as payment or proceeds of Collateral, whether received by Agent as a deposit in the Assignee Deposit Account, contained in a lockbox account or any Depository Account or received by Agent as a direct payment on any of the sums due hereunder. Borrower will cause each of its Designated Subsidiaries to establish accounts comparable to those set forth above for the collection of the proceeds of their Accounts Receivable, and during normal business hoursBorrower shall cause each Designated Subsidiary to take all other actions to implement the collection mechanism set forth in this Section 3.2(d). (e) Following Borrower appoints Agent, or any Person whom Agent may from time to time designate, as Borrower's attorney and agent-in-fact with power: (i) after the expiration occurrence and during the continuance of an Event of Default to notify the Collection Periodpost office authorities to change the address for delivery of Borrower's mail to an address designated by Agent; (ii) to receive, neither Buyer open and dispose of all mail addressed to Borrower, but received by Agent; (iii) to send requests for verification of Accounts Receivable or other Collateral to Account Debtors; (iv) to open an Assignee Deposit Account, Depository Accounts, lockbox accounts or other accounts under Agent's sole control for the collection of Accounts Receivable or other Collateral, if not required contemporaneously with the execution hereof; and (v) to do all other things which Agent is permitted to do under this Agreement or any Related Agreement or which are necessary to carry out this Agreement and the Related Agreements. Neither Agent nor any of its directors, officers, employees or agents will be liable for any acts of commission or omission nor for any error in judgment or mistake of fact or law, unless the Seller same shall have any further obligations resulted from gross negligence or willful misconduct. The foregoing appointment and power, being coupled with an interest, is irrevocable until all Payment Liabilities under this Section 6.02Agreement are paid and performed in full and this Agreement is terminated. Borrower expressly waives presentment, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration demand, notice of the Collection Period, Buyer shall deliver to the Seller dishonor and protest of all files, records, notes instruments and any other materials relating notice to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall which it might otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablebe entitled. (f) Buyer acknowledges If any Account Receivable or Contract Right, in either case in excess of $2,000,000, and designated by Borrower as an Eligible Account, arises out of a contract with the United States or any state or local governmental entity, or any department, agency, or instrumentality of any thereof, Borrower will, and will cause each Designated Subsidiary to, immediately notify Agent in writing and execute any instruments and take any steps reasonably required by Agent in order that all monies due and to become due under such contract shall be assigned to Agent, for the Seller may maintain all established cash management lockbox arrangements in place at benefit of itself and Lenders, and notice thereof given to the Effective Time for remittance until such time applicable government under the Federal Assignment of Claims Act of 1940, as the Seller deems it appropriate to close such lockboxesamended, or other applicable laws or regulations. The Aging Reports submitted failure of Borrower or a Designated Subsidiary to comply with this clause (f) shall not by Buyer itself constitute an Event of Default; rather, such failure will cause the applicable Account Receivable or Contract Right to the Seller be deemed not to be an Eligible Account under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentAgreement. (g) The Seller If any Account Receivable or Contract Right is evidenced by chattel paper or promissory notes, trade acceptances, or other instruments for the payment of money, Borrower will, unless Agent shall promptly pay over otherwise agree, deliver the originals of same to Buyer any monies received by Agent, appropriately endorsed to Agent's order and, regardless of the Seller through its lockbox that are intended as a payment on Buyer’s receivablesform of such endorsement, Borrower hereby expressly waives presentment, demand, notice of dishonor, protest and notice of protest and all other notices with respect thereto. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The For a period of thirty days from the Closing Date, Seller shall deliver continue collecting accounts receivable derived from the sale of the line of products listed on Exhibit A attached hereto (the "Accounts Receivable") and will forward copies of checks, supporting documents, and remittance advices to Buyer, on or promptly Buyer for posting to customer accounts for a period of thirty (30) days from the Closing Date. Seller shall keep ninety-eight percent (98%) of proceeds from the Accounts Receivable received by Seller during this thirty day period after the Closing Date. Seller shall remit to Buyer the amount of two percent (2%) of the proceeds from the Accounts Receivable collected by Seller during the thirty day period after the Closing Date. As of the date which is thirty (30) days after the Closing Date, a statement al Accounts Receivable of Seller not collected will be transferred to Buyer. In connection therewith, Seller will execute any documents necessary to accomplish such transfer of Accounts Receivable and will provide documentation such as billing files necessary for Buyer's collection efforts with regard to the remaining Accounts Receivable. Buyer shall use commercially reasonable efforts will pay Seller at the rate of ninety percent (without receipt 90%) of any additional consideration the balance (net of returns and discounts) for amounts collected by Buyer for a period of twelve (12) months from the Seller) Closing Date. Subsequent to the thirty day period after the Closing Date, Buyer shall collect the Accounts Receivable during and shall pay to Seller 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 Actionamounts described herein. Buyer shall send all payments received on the exercise best efforts to collect Accounts Receivable to the Seller by check or(including credit holds, at Buyer’s electioncollection letters, deposit such payments by wire transfer of immediately available funds (without offsetthird party collection letters and collection agencies) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptas quickly as commercially reasonable and practicable. 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 the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant under this subparagraph v shall be paid within thirty (30) days from their collection. Upon reasonable request, Seller and Buyer shall account to this Section 6.02, such amount shall bear interest at the prime rate one another (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable sourceincluding providing reasonable documentation) as in effect from time to time from the date any such amount was due until the date for collection of actual payment. (i) All amounts received Accounts Receivable by the respective parties during the time periods described herein. Buyer shall give the Seller a purchase money security interest in such Accounts Receivable (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required those to be refunded or repaid collected during the first thirty (30) days from the Closing Date), which will be perfected by execution and delivery of a security agreement substantially in the Seller form attached hereto as Exhibit D and filing UCC-1's with the Florida Secretary of State. For purposes of this subparagraph, the security interest shall be given on an amount agreed to be twenty-five percent (25%) of the Accounts Receivable at the Closing Date. Buyer agrees that the books and records for any circumstancethe Accounts Receivable shall be maintained at Buyer's location in Florida. In the event Buyer transfers the location of the books and records for the Accounts Receivable such that it is maintained in a state other than Florida, Buyer shall prepare, execute and file a UCC-1 in that state acceptable to Seller, as needed to perfect Seller's security interest in the Accounts Receivable.

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

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

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

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

Accounts Receivable. (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, Buyer shall promptly advise the Seller thereof and shall return it being understood that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller Company shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by incur any incremental cost in pursuing the Seller for collection of any circumstanceAccount Receivable.

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

Accounts Receivable. (a) From and after the Closing Date until the expiration of the Collection Period (as defined below), the Buyer shall cause the Company to use commercially reasonable efforts consistent with past practices to collect the accounts receivable and customer retentions of the Company and the Subsidiary. Any payments received by the Company or the Subsidiary, as the case may be, made by or on behalf of an account debtor shall be applied against such debtor's account on an oldest-balance-first basis before any payments made by or on behalf of such account debtor shall be applied against any item of account or indebtedness or other obligation owed by such account debtor to the Company or the Subsidiary, as the case may be, unless other payment directions are received from an account debtor, in which case the account debtor's instructions shall be followed. If the Seller receives any payment with respect to an account receivable of the Company or Subsidiary, the Seller shall immediately transmit to the Buyer such payment in the form received together with any documents or materials received with such payment. (b) The Seller shall deliver to Buyer, on or promptly purchase from the Buyer all accounts receivable remaining uncollected 120 days after the Closing Date, a statement Date for an amount equal to (i) the face amount of such uncollected accounts receivable less (ii) the amount of the Accounts Receivable. reserve for bad debts set forth on the Final Closing Balance Sheet, but if such amount is less than $0 no payment shall be due from the Seller to the Buyer and instead the 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 an amount equal to the amount by which clause (ii) above exceeds clause (i) above. The Seller by check oror the Buyer, at Buyer’s electionas the case may be, deposit shall make such payments payment 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 not later than the last day of a calendar month, within twenty (20) ten days after expiration delivery 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 Buyer's written confirmation requesting such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyerpurchase. (c) The Seller shall send purchase from the Buyer all Remitted Payments customer retentions remaining uncollected on the earlier of (i) 120 days after the installation and acceptance of all products corresponding to such retentions or (ii) 180 days after the Closing Date. The Seller shall pay the Buyer an amount equal to (x) the face amount of such customer retentions less (y) any reserve therefor set forth on the Final Closing Balance Sheet, but if such amount is less than $0 no payment shall be due from the Seller to the Buyer and instead the Buyer shall pay the Seller an amount equal to the amount by checkwhich clause (y) above exceeds clause (x) above. The Seller or the Buyer, or at as the Seller’s electioncase may be, shall deposit all Remitted Payments (without offset) into an account identified make such payment by Buyer in wire transfer of immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other not later than the last day of a calendar month, within twenty (20) ten days after expiration delivery of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this SectionBuyer's written confirmation requesting such repurchase. (d) The Buyer shall cause the Company, as agent for the Seller, to continue to use commercially reasonable efforts consistent with past practices to collect the accounts receivable and customer retentions repurchased by the Seller shall each be entitled during for 180 days after such repurchase (the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the "Collection Period"). If the Company or the Subsidiary, neither Buyer nor as the Seller shall have case may be, receives any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller payment at any amounts subsequently paid to it time with respect to any Accounts Receivable. Within twenty account receivable theretofore repurchased by the Seller, the Company or Subsidiary, as the case may be, shall transmit to the Seller such payment in the form received together with any documents or materials received with such payment within ten (2010) days after of such receipt. Seller shall make no solicitation of payment of such accounts receivable and shall not initiate litigation or similar action with respect to such accounts receivable during the Collection Period. After the expiration of the Collection Period, Buyer shall deliver no longer have any obligation to collect such accounts receivable and customer retentions and Seller shall have the Seller all files, records, notes and right to use any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller commercially reasonable efforts it deems it appropriate to close collect any and all such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, accounts receivable and the Seller will cooperate with Buyer to keep the Aging Reports currentcustomer retentions. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller As soon as practicable after the Closing, 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, together with a report of all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any reasonable sales commissions or collection costs paid by Buyer in the ordinary course of its business during the preceding calendar month (orrespective periods with respect to those Accounts Receivable, if plus any sales commission chargebacks taken by Buyer to the Collection Period ends on a day other than the last day of a calendar month, the month extent such sales commissions were previously deducted in which the Collection Period expired) and determining the amount remaining outstanding under each particular Account Receivable. to be paid to Sellers hereunder. (b) Any payment payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts Receivable, Receivable delivered by Sellers to Buyer shall be deposited (without offset) applied first to the invoice designated by Buyer in the Seller Account (each such payment, a “Specified Payment” account debtor and, collectivelyif none, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer payment shall promptly advise the Seller thereof and shall return that account be applied to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Selleroldest account which is not disputed. Buyer shall incur no liability to the ACME Entities for any uncollected account, other than as a result of Buyer's breach of its obligations under this Section 7.6, in which case such liability shall not discount, offset, adjust or otherwise compromise any exceed the amount of the disputed Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller Prior to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration end of the Collection Period, neither Buyer the ACME Entities, nor any agent of the Seller ACME Entities, shall have make any further obligations under this Section 6.02, except that Buyer shall promptly pay over to direct solicitation of the Seller any amounts subsequently paid to it with respect to any Accounts Receivableaccount debtors for payment. Within twenty (20) days after expiration After the end of the Collection Period, Buyer shall deliver to Sellers all information for the Seller all filesaccounts that remain uncollected, recordsand Sellers shall have the right, notes at their expense, to assist and any other materials relating to participate with Buyer in the collection of the unpaid Accounts Receivable. Upon expiration . (c) At the end of the Collection Period, Buyer shall return to Sellers all files concerning the Seller may pursue collections of all remaining collection or attempts to collect the Accounts Receivable, and Buyer shall otherwise cooperate with Buyer's responsibility for the Seller (at the sole cost and expense collection of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableReceivable shall cease. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly For a period of nine (9) months after the Closing Date, a statement of Parent shall cause the Accounts Receivable. Buyer shall Company 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”), in the same manner that Buyer uses to collect its own accounts receivableOrdinary Course of Business; provided, however, that Buyer shall Parent will not be not commence any Action obligated to effect collection or employ cause the Company to institute litigation, engage 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 Receivable. All amounts collected by the written authorization of Company after 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 Closing from 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 debtor will be applied first to the Accounts Receivable during the preceding calendar month (or, if the 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 such account debtor in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”)order of their origination, unless the customer account debtor disputes such Accounts Receivable in writing. If during the Collection Period or designates or specifies payment of a dispute arises with regard to an account included among the different Accounts Receivable. If, Buyer shall promptly advise by the Seller thereof and shall return opening of business on the Business Day following the date that account to is the Seller. Any payments that are made directly to nine-month anniversary of the Seller during Closing Date, less than 100% of the Collection Period relating to total amount of the Accounts Receivable included in the calculation of Actual Net Working Capital as finally determined pursuant to Section 3.3 (less the amount of doubtful accounts included within the calculation of the Actual Net Working Capital as finally determined pursuant to Section 3.3) has been collected by the Company (such shortfall amount, the “Uncollected A/R Amount”), then (a) Parent will provide to the Shareholders’ Representative, within ten (10) Business Days thereafter, a written collection report in respect of the Accounts Receivable prepared in good faith and accompanied by reasonable supporting documentation, showing the Accounts Receivable collections for such nine-month period and the Uncollected A/R Amount and (b) Parent shall be retained entitled to deduct, release and retain the Uncollected A/R Amount from the Indemnity Holdback Amount in an aggregate amount not to exceed $500,000 (the “Uncollected A/R Cap”). Parent shall reasonably cooperate with the Shareholders’ Representative in answering any questions raised 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 Shareholders’ Representative in connection with its review 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 Timecollection report provided by Parent. (b) Each Specified Payment received by For the Seller avoidance of doubt, recovery from Buyer pursuant the Indemnity Holdback Amount up to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices the Uncollected A/R Cap shall be applied by the Seller sole and exclusive remedy available to Parent or any of its Affiliates against the Shareholders, the Shareholders’ Representative, or any of their respective Affiliates or otherwise, arising out of or relating to the Accounts Receivable for such customer outstanding for Uncollected A/R Amount and neither Parent nor any of its Affiliates shall have any claim against the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectivelyShareholders, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerShareholders’ Representative, or any of their respective Affiliates or any of their respective managers, officers, directors, partners, members, stockholders, employees, advisors, consultants, agents or other representatives in respect thereof. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration Concurrent with any setoff of the Collection PeriodUncollected A/R Amount against the Indemnity Holdback Amount pursuant to Section 3.4(a), Parent shall cause the Seller shall furnish Buyer with a list Company to assign to the Shareholders’ Representative, for the benefit of the amounts received directly by Seller Shareholders (in accordance with respect their Pro Rata Shares), all right, title and interest in and to the Accounts Receivable during comprising the preceding calendar month Uncollected A/R Amount that was set-off against the Indemnity Holdback Amount (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired“Uncollected Accounts”), free and Buyer clear of Encumbrances, which assignment shall use that information be in the submission of the Aging Reports to be supplied form reasonably acceptable to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02Shareholders’ Representative; provided, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Periodhowever, neither Buyer nor the Seller shall have that, in exercising any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it collection efforts with respect to any Accounts Receivable. Within twenty (20Uncollected Account of a customer set forth on Section 4.21(a) days after expiration of the Disclosure Schedules, the Shareholders’ Representative shall utilize ordinary collection methods and procedures as historically utilized by the Company but that do not include the use of, or the threat to use, a collection agency (or related service provider) or the commencement of litigation, except with Parent’s prior written consent (such consent not to be unreasonably withheld, delayed, denied, or conditioned) (the “Collection PeriodProtocols”); provided, Buyer shall deliver further, that, if Parent withholds such consent with respect to any Uncollected Account(s) of a customer in excess, in the Seller all filesaggregate, recordsof $200,000, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 Protocols shall not be required apply to be refunded or repaid by the Seller for any circumstancesuch customer.

Accounts Receivable. All accounts receivable (aincluding royalties receivable and advances) 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 Sellers relating to the Accounts Receivable Assets that accrue after the date of Closing, any payments received with respect thereto after the Closing, unpaid interest accrued on any such accounts receivable and any security or collateral relating thereto. Sellers shall be retained by transfer to Buyer all rights to all accounts receivable (including any royalties receivable and advances) and all contractual rights pertaining to any and all Assets (including any audit rights), unpaid interest accrued on such accounts receivable and any security or collateral relating thereto that accrue and are paid after the Seller. date of Closing under any Contract to which the Sellers are a party or are otherwise bound, and at Closing, the Sellers shall direct each paying party to any such Contract in writing (in form and content acceptable to Buyer) to account and pay directly to Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for all 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 accounts receivable and advances pertaining to such Transferred Employees and then remit the remainder of the collected Accounts Receivable Assets that accrue subsequent to Seller (with documentation reflecting the payment of commissions to such Transferred Employees)Closing. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer Party shall promptly pay turn over to the Seller any amounts subsequently paid other Party all remittances or payments received by a Party to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of which such party is not entitled under the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) terms of this Section will reflect all Seller lockbox receipts, Agreement and the Seller will cooperate with Buyer to keep Related Agreements at any time after Closing. Notwithstanding the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment.above: (i) All amounts received with regards to that certain Agreement by and between IMG Media LTD. (“IMG”) and ProElite dated as of October 22, 2007 (the Seller (other than amounts representing Remitted Payments) pursuant “IMG Agreement”), if direct payments as to this Section 6.02 shall EliteXC titles cannot be required specifically determined by title then the direct payment from IMG to Buyer shall be refunded made (which shall be reflected in the associated written direction from Sellers to IMG) based upon a percentage of royalties or repaid advances of 60% to Buyer and 40% to Sellers; and (ii) with regards to that certain Agreement by and between The Fight Network and ProElite dated January 16, 2007, the Seller for any circumstanceSellers shall retain all accounts receivable (and claims therein) accrued prior to the Closing Date.

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

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

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

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly Within ten (10) days after the Closing Date, Seller shall furnish to Buyer a statement true and complete list of Seller's Accounts Receivable, which list shall set forth for each Accounts Receivable the name of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt debtor, the date of the invoice, the amount of any additional consideration from payments previously received on account and the balance due. (b) For a period of ninety (90) days after the Closing Date (the "Collection Period"), Buyer will, without charge to Seller) , use its usual and customary procedures to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter as Seller's agent for collection, provided that (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that i) Buyer shall not be not required to commence any Action to effect litigation, employ legal counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take make any other extraordinary means collection efforts, and (ii) Buyer's obligation to act as Seller's agent in the collection of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization shall terminate upon expiration of the Seller, and, even if Collection Period. For the Seller provides such written authorization, purpose of determining amounts collected by Buyer shall have no obligation with respect to commence any such Action. Buyer shall send all payments received on the Accounts Receivable Receivable, each payment by an account debtor shall be applied to the Seller by check orolder or oldest accounts receivable, at whether Seller's or Buyer’s election's, deposit constituting a liability of such payments by wire transfer of immediately available funds (without offset) into account debtor unless the account debtor in writing identifies such an account designated by as being in dispute and directs that a particular payment be applied to a specific newer account receivable. (c) Every four weeks during the Seller Collection Period (the “Seller Account”), in either case and within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration the end of the Collection Period), Buyer shall furnish deliver to Seller with a list statement showing all collections of Accounts Receivable made on behalf of Seller since the last previous report and shall pay such collections to Seller by check at the time such statement is delivered. (the “Aging Report”d) to show the amounts received by Buyer with respect to Seller shall not engage in any collection efforts against account debtors under the Accounts Receivable during the preceding calendar month (orCollection Period, if the 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 identified as 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. as provided in foregoing Subsection (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following Buyer shall not, without Seller's prior written consent, compromise or settle for less than full value any of the Accounts Receivable unless Buyer pays Seller the full amount of any deficiency. Buyer shall be entitled to purchase from Seller any Accounts Receivable for such amount as the parties may agree at any time during or at the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

Accounts Receivable. (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 Receivable. hereof. (ii) Any payment payments received by Buyer Nexstar during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts ReceivableReceivable delivered by WYZZ to Nexstar shall be applied (A) first against the invoice, if any, as specified by the account debtor and (B) second against an account disclosed in such list, unless and to the extent that the account is disputed by the account debtor; provided, with respect to clause (B) above, payments on any accounts specified on WYZZ's list which relate to account debtors with respect to which Nexstar also has accounts, shall be deposited (without offset) by Buyer in applied first against the Seller Account (each such payment, a “Specified Payment” and, collectively, oldest accounts of WYZZ and Nexstar. Except to the “Specified Payments”extent resulting from Nexstar's willful breach of the terms of this Section 10(d), unless the customer disputes such Accounts Receivable in writingNexstar shall incur no liability to WYZZ for any uncollected account. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of During the Collection Period, neither Buyer WYZZ nor the Seller any other agent of WYZZ shall have make any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration direct solicitation without Nexstar's written consent of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) account debtors for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver Subject to Buyerthe TBA with respect to KZLA, on or promptly within ten (10) business days after the Closing Date, each Transferring Party shall furnish to the Recipient Party a statement true and complete list of the Accounts Receivable. Buyer Transferring Party's accounts receivable (other than non-cash receivables under Trade Agreements, which are included as part of the Assets pursuant to Section 2.1(d)) arising from the operation of the Transferring Party's Station or Stations prior to the Closing Date (for each Transferring Party, the "Retained Receivables"), which shall use commercially reasonable efforts (without receipt set forth for each Retained Receivable the name of the debtor, the date of the invoice, the amount of any additional consideration from payments previously received on account and the Sellerbalance due. (b) For a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"), each Recipient Party will, without charge to the Transferring Party, use its usual and customary procedures (which may include referral to a collection agency) to collect the Accounts Receivable during Retained Receivables as the period beginning on Transferring Party's agent (but Recipient Party shall not have any fiduciary obligations with respect thereto) for collection, provided that (i) the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Recipient Party shall not be required to commence litigation, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection employ legal counsel or employ any collection agency, legal counsel, or other third party, or take make any other extraordinary means of collections or pay any expenses collection efforts, and (ii) the Recipient Party's obligation to third parties to collect act as the Accounts Receivable without obtaining Transferring Party's agent in the written authorization collection of the Seller, and, even if Retained Receivables shall terminate upon expiration of the Seller provides such written authorization, Buyer shall have no obligation to commence any such ActionCollection Period. Buyer shall send all payments received on For the Accounts Receivable purpose of determining amounts collected by the Recipient Party with respect to the Seller Retained Receivables of the Transferring Party, each payment by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by debtor shall be applied to the Seller older or oldest accounts receivable of such account debtor unless the account debtor in writing (a copy of which the “Seller Account”), Recipient Party shall provide to the Transferring Party) identifies such an account as being in either case dispute and directs that a particular payment be applied to a specific newer account receivable. (c) Every four (4) weeks during the Collection Period (and within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration the end of the Collection Period), Buyer each Recipient Party shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect deliver to the Accounts Receivable during Transferring Party a statement showing all collections of Retained Receivables made on behalf of the preceding calendar month (or, if the Collection Period ends on a day other than Transferring Party since the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof previous report and shall return that account pay such collections to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments Transferring Party by check, or by wire transfer, as specified by the Transferring Party, at the Seller’s election, time such statement is delivered. A Recipient Party shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt have no right to setoff amounts owed under this Agreement by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect Recipient Party to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied Transferring Party against any amounts owed under this Agreement by such Transferring Party to the Seller pursuant to subsection (a) of this SectionRecipient Party. (d) Buyer and the Seller No Transferring Party shall each be entitled engage in any collection efforts against account debtors under its Retained Receivables during the sixty first ninety (60)-day period following expiration 90) days of the Collection Period Period, other than with respect to inspect accounts receivable identified as in dispute as provided in foregoing Section 2.8(b). After the first ninety (90) days of the Collection Period, a Transferring Party shall have the right, at its expense, to assist and audit participate with the records maintained by Recipient Party in the other party pursuant to this Section 6.02collection of such unpaid Retained Receivables, upon provided, however, that the Transferring Party's collection efforts shall be commercially reasonable advance notice and during normal business hoursconsistent with its past practices. (e) Following A Recipient Party shall not, without the Transferring Party's prior written consent, compromise or settle for less than full value any of the Transferring Party's Retained Receivables unless the Recipient Party pays the Transferring Party the full amount of any deficiency. A Recipient Party shall be entitled to purchase any Retained Receivable from the Transferring Party for the full amount thereof at any time during or at the expiration of the Collection Period. (f) At the end of the Collection Period, neither Buyer nor each Recipient Party shall return to the Seller Transferring Party all files concerning the collection or attempts to collect the Retained Receivables of the Transferring Party and the Recipient Party's responsibility for the collection of such Retained Receivables shall have any further obligations under this Section 6.02cease, except provided that Buyer the Recipient Party shall promptly pay over to the Seller Transferring Party any amounts subsequently paid to it received with respect to any Accounts Receivable. Within twenty (20) days the Retained Receivables of the Transferring Party after expiration of the Collection Period, Buyer shall deliver to together with a statement setting forth the Seller all files, records, notes and any other materials relating to the Accounts Receivablecomponents of such amounts. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions Any payment not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a Party entitled thereto by the payment on Buyer’s receivables. (hdate specified in Section 2.8(c) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest from such date until paid in full at a rate per annum equal to the prime rate in effect on such date plus three percent (3.0%) (as reported by published in the Money Rates column of the Eastern Edition of The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentJournal). (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

Accounts Receivable. (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. (b) Each Specified Payment received Subject to Section 6.16(a) above, during the period beginning six (6) months following the Effective Date and continuing through twelve (12) months following the Effective Date, the Buyer shall have the option to assign to Seller after receipt of cash payment by Seller and seek indemnification from the Seller from Buyer pursuant as provided in Article VIII for the amount equal to Section 6.02(a) that is not specifically designated in writing as a payment the unpaid balance of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable less any reserves shown on the applicable Balance Sheet, in which event Buyer shall assign to the Seller all of the unpaid Accounts Receivable. Any Accounts Receivable assigned to the Seller shall be accompanied by all applicable guaranties, security agreements or other collateral for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerAccounts Receivable. (c) The Seller shall send all Remitted Payments by checkNotwithstanding anything to the contrary contained herein, or at in the event any Accounts Receivable are assigned to the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish give the Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month at least ten (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (2010) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without prior written notice before taking any actions not required under Section 6.02(a) above) for the purpose collection action consisting of collecting any outstanding Accounts Receivablefiling a lawsuit. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

Accounts Receivable. With respect to its Accounts Receivable: Section 10.1.1. Borrower hereby constitutes Bank, or any representative whom Bank may designate, as Borrower’s attorney-in-fact (i) to endorse the name on any notes, acceptances, checks, drafts, money orders or other evidence of payment or security interest that may come into Bank’s possession, and (ii) following the occurrence of an Event of Default, to sign Borrower’s name on any invoice or xxxx of lading relating to Accounts Receivable, on drafts against customers, assignments and certificates of Accounts Receivable, and notices to customers. Bank retains the right at all times after the occurrence of an Event of Default to notify Account Debtors that their respective Accounts Receivable have been assigned to Bank and to collect Accounts Receivable directly in its own name and to charge the collection costs and expenses, including reasonable attorneys’ fees to, the Loan Account. Bank has no duty to protect, insure, collect or realize upon the Accounts Receivable or other Collateral or preserve rights in them other than to act in a commercially reasonable manner. Borrower releases Bank from any liability for any act or omission relating to the Obligations, the Accounts Receivable or other Collateral or this Agreement, except Bank’s failure to act in a commercially reasonable manner. All amounts received by Bank in payment in Accounts Receivable assigned to it are to be credited to the Borrower’s Account upon receipt by Bank, conditioned upon collection by Bank of good funds in respect thereof. Section 10.1.2. Any of Bank’s officers, employees, or agents shall have the right, in Bank’s name (after the occurrence and during the continuance of an Event of Default) or in the name of Borrower, to request the verification of the validity, amount or any other matter relating to any Account Receivable by mail, telephone, facsimile transmission, telegraph, or other communication to Account Debtors. Section 10.1.3. Borrower shall keep accurate and complete records of its Accounts Receivable and accounts payable, and upon demand by Bank shall deliver to Bank copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports, relating to Borrower’s Accounts Receivable and accounts payable and such other matters and information relating to the status of the Accounts Receivable and accounts payable as Bank shall reasonably request. Section 10.1.4. Borrower shall promptly advise Bank: (a) The Seller shall deliver of any material delay in Borrower’s performance of any of its obligations to Buyerany Account Debtor or the assertion of any claim, on offset or promptly after the Closing Date, a statement setoff by any Account Debtor in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00); or (b) of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from Government Contract which is subject to the SellerFederal Assignment of Claims Act of 1940; or (c) to collect of 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 receipt of any Action to effect collection cancellation or employ any collection agency, legal counseltermination of, or other third partythe delivery of notice of default under, or any Government Contract. Section 10.1.5. Borrower shall promptly execute any assignment and take any other extraordinary means of collections action requested 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 required 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 Bank with respect to any Accounts Account Receivable, shall be deposited the face value of which exceeds ONE HUNDRED THOUSAND AND NO/100 DOLLARS (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”$100,000.00), unless which arises out of a Government Contract in order to insure compliance with the customer disputes such Federal Assignment of Claims Act of 1940. Section 10.1.6. Borrower shall maintain all 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 free of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day Encumbrances other than the last day those in favor of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), Bank and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this SectionPermitted Encumbrances. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

Accounts Receivable. (a) The Seller Upon the earlier to occur of Closing or the commencement of the applicable TBA, the SFX Parties shall appoint PBI their agent and the EZ Parties shall appoint SFX their agent for the purpose of collecting all Accounts Receivable relating to the Future SFX Station and the Future EZ Station, respectively. Each party shall deliver to Buyer, the other 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 of its Stations. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Future SFX Station and the Future EZ Station, respectively, will be for the account of the Accounts ReceivableSFX Parties 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 earlier to occur of the Closing Date and ending on or the 180th day thereafter date of commencement of the applicable TBA (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 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 such application or otherwise directs the application of such payment 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 monthly 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 As to each such Account Receivable, the Collection Period parties shall negotiate a dispute arises with regard to an account included among the good faith value of such Accounts Receivable, Buyer which the purchasing party shall promptly advise the Seller thereof and shall return that account pay to the Sellerother if the purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Any payments that Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are made directly unable to reach agreement as to a good faith value, and each party agrees to turn over to the Seller during the Collection Period relating other any payments received against any such Accounts Receivable. Neither agent shall be obligated to use any extraordinary efforts to collect any of the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust assigned to it for collection hereunder or otherwise compromise to refer any Accounts Receivable; provided, that if any Transferred Employee is due a commission for of such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (a collection agency or to any attorney for collection, and neither agent shall make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with documentation reflecting the payment approval of commissions the other agent. Neither agent shall incur any liability to any other party for any uncollected account unless such Transferred Employees)agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to During and after the Effective Time. (b) Each Specified Payment received by Collection Period, without specific agreement with the Seller from Buyer pursuant agent with respect thereto to Section 6.02(a) that is not specifically designated in writing as a payment the contrary, none of a particular invoice or invoices the assigning parties nor its agents shall be applied by the Seller to make any direct solicitation of the Accounts Receivable for such customer outstanding collection purposes, except for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted Accounts Receivable retained by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days assigning party after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Concurrent with the Closing, the parties are entering into the Seller Transition Services Agreement pursuant to which Seller will provide cash collection services to Buyer. Accordingly, the following terms of this Section 6.20 shall be subject to the Seller Transition Services Agreement notwithstanding any provision below to the contrary: (a) The Given that Seller is retaining all accounts receivable arising from transactions of the DSD Business on or prior to the Closing Date (“Seller Receivables”) the parties agree to cooperate with one another in the collection of Seller Receivables on the terms set forth in this Section 6.20. All collections from DSD Customers received by either Seller or Buyer from the Closing Date forward shall be applied to the oldest receivable first unless otherwise specified in writing by such customer (and then only if such customer has not been induced by Buyer to make such specification) or unless such older receivable is under dispute by the DSD Customer. In addition, the parties agree that (a) Seller shall deliver provide to Buyer, Buyer on or promptly following the Closing a list of all Seller Receivables existing as of the Closing Date (“DSD Collection Customers”), which list shall set forth for each Seller Receivable the name of the debtor, the date of the invoice and the balance due, (b) the parties shall exchange with one another records of all payments received from the DSD Collection Customers, (c) for a period of 30 days after the Closing, Buyer shall instruct its employees to wire to Seller’s designated bank account (as set forth in writing by Seller, the “Collection Account”) all money received by them during said 30 day period from DSD Collection Customers and also shall instruct DSD Collection Customers to continue paying moneys owed for DSD Product to Seller’s Collection Account for said 30 day period; (d) commencing on the 31st day after the Closing, the parties shall exchange with one another at least monthly the collections received by them from DSD Collection Customers and true up payments that either party may owe the other until the Seller Receivables are paid in full. In the event that Seller receives money in Seller’s Collection Account from DSD Collection Customers that is not associated with Seller Receivables or other amounts due Seller from such customers, Seller shall remit such monies to Buyer. (b) Buyer, as Seller’s agent for collection, agrees to use the same effort in the collection of Seller Receivables as Buyer uses for its own accounts receivable (which may include referral to a collection agency); provided, that (i) Buyer shall not be required or permitted, without the prior written approval of Seller, to commence litigation, employ legal counsel or make any other extraordinary collection efforts, and (ii) Buyer’s obligation to act as Seller’s agent in the collection of the Seller Receivables under this Section 6.20 shall terminate 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 the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of During the Collection Period, neither Buyer Seller nor any of its Affiliates shall engage in any collection efforts against the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to DSD Collection Customers. At the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration end of the Collection Period, Buyer shall deliver return to Seller all files concerning the collection or attempts to collect the Seller Receivables and Buyer’s responsibility for the collection of the Seller Receivables shall cease; provided, Buyer shall promptly pay over to Sellers any amounts received with respect to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of Receivables after the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall continue to be obligated to promptly pay over to Buyer any monies received by amounts with respect to receivables arising from DSD Business transactions after the Seller through its lockbox that are intended as a payment on Buyer’s receivablesClosing Date. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing Date, a statement 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 (andClosing, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer any of the Seller and that is obligated with respect Parties receive or collect any funds relating to any Accounts ReceivableReceivable of the Business, such Seller Party shall be deposited (without offset) by remit any such amounts to Buyer in within five days of each day on which the Seller Account (each Party receives 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 Timesum. (b) Each Specified Payment received 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. Promptly after the six month anniversary of the Closing, the Buyer shall send the Seller a notice of the amount of the Accounts Receivable 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, in accordance with the applicable provisions of the Escrow Agreement, shall deliver written directions to the Escrow Agent and Seller for the release to the Buyer from the Escrow Funds an amount equal to the amount of the Accounts Receivable which have not been collected, less any reserves specifically established for such Accounts Receivable and reflected on the Closing Balance Sheet, plus interest on such amount at the Escrow Rate from the Closing Date until the date paid. If the amount then held in the Escrow Funds is insufficient to make such payment, then such deficiency shall be paid by the Seller Parties. Notwithstanding the foregoing, following the six (6) month period after the Closing, (x) if the Buyer receives notice from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment customer that, based upon the results of a particular invoice customer audit, the customer requires the Buyer to pay any amounts relating to pricing, rebates or invoices shall be applied allowances attributable to product sales made by the Seller on or prior to the Accounts Receivable for Closing, the Buyer shall promptly notify Seller in writing of such customer outstanding for the longest amount of time until paid in fullnotice, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at pay Buyer an amount equal to the Seller’s election, shall deposit all Remitted Payments required payment either (without offseti) into an account identified by Buyer in immediately available funds by wire transfer within fifteen or (15ii) Business Day following from the receipt by Escrow Funds and (y) if the Buyer actually collects any amounts from an account debtor in payment of a specific uncollected Accounts Receivable for which Buyer has received any payments from the Escrow Funds or from the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party Parties pursuant to this Section 6.027.5(b), upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any such amount; provided, however, that in no event will the aggregate amount of such payments for a specific Accounts Receivable. Within twenty (20) days after expiration of Receivable exceed the Collection Period, aggregate amount received by the Buyer shall deliver to from the Escrow Funds or from the Seller all files, records, notes and any other materials Parties relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding such Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

Accounts Receivable. (a) The 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 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 “Net A/R Amount”), or (ii) the Buyer and the Sellers’ Representative (on behalf of the Seller 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, on the one hand, and the Seller Parties, on the other, will promptly forward to the other any amounts received by such party as payment of Accounts Receivable owned by the other hereunder. (b) Without derogating from the generality of the last sentence of Section 5.10(a), each of the Sellers will remit to a bank account of the Buyer, as designated by the Buyer for this purpose to the Seller (the “Seller Account”), in either case writing within fifteen (15) three Business Days of receipt. On after the twentieth (20th) day of each calendar month during 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 (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 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 Business received after the Effective Time. (b) Each Specified Payment received Closing in any bank account maintained by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the said Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration five Business Days of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectionits receipt thereof. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

Accounts Receivable. 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 Accounts Receivable. Buyer The Seller 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 remit to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of Buyer 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 receipt all accounts receivable relating 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 's business and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice on or invoices shall be applied by after the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerClosing Date. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

Accounts Receivable. All accounts receivable, net of allowances for doubtful accounts, of the Company that are reflected in the Financial Statements or in the accounting records of the Company as of the Closing Date (acollectively the "Accounts Receivable") The Seller shall deliver represent and, at the Closing, will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to Buyer, on or promptly after the Closing Date, the Accounts Receivable are and at the Closing will be current and collectible, in full, subject to no offsets or defenses, except for the amount of any respective reserves shown in the Financial Statements (which reserves are adequate and calculated in accordance with GAAP and consistent past practice and, in the case of the reserves as of the Closing Date, will not represent a statement Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such stated reserves, each of the Accounts ReceivableReceivable either has been or will be collected in full, without any set-off, within one hundred twenty (120) days after the Closing. Buyer Sellers agree that in the event that for any reason whatsoever Buyer, utilizing normal and reasonable collection efforts, shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to not collect the Accounts Receivable during the period beginning on the Closing Date full face amount of each and ending on the 180th day thereafter (the “Collection Period”), every account receivable included in the same manner that Buyer uses to collect its own accounts receivable; providedFinancial Statements, that Buyer shall be not commence any Action to effect collection or employ any collection agencywithin one hundred twenty (120) days following the Closing, legal counselSellers shall, 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 days following Buyer's request, from time to time, jointly and severally reimburse and indemnify Buyer for the full uncollected portion thereof, or Buyer shall have the right, at its option, to be reimbursed from the Escrow Amount or otherwise offset the amount of receiptsuch uncollected receivable. On In 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 event that Buyer collects any portion of a calendar monthreceivable for which Buyer previously received indemnity from Sellers or reimbursement from the escrow, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the or offset 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 Receivableotherwise owing Sellers, Buyer shall promptly advise remit such payment to Sellers. For any and all accounts receivable for which Buyer is reimbursed out of 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. Escrow Amount, or otherwise, Buyer shall not discount, offset, adjust or otherwise compromise thereafter assign such receivable back to Sellers. During the period any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer amounts are held in Escrow pursuant to Section 6.02(a) that is not specifically designated 1.4 hereof, the Company shall provide a weekly Accounts Receivable summary in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerSellers. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

Accounts Receivable. (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 during the Collection Period (and, if the Collection 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 except that the last remittance shall furnish Seller with a list (be made within seven days after the “Aging Report”) to show end of the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in during which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivableends. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following Upon expiration of the Collection Period to inspect and audit the records maintained receipt by the other party pursuant to Purchaser of any purchase price adjustment required by the provisions of this Section 6.028.2, 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 reasonable advance notice termination of the Collection Period and during normal business hours. 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 (ein the order in which they were incurred) Following 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 period of 180 days after the expiration of the Collection Period, neither Buyer nor the Seller shall have Purchaser will remit within seven days after the close of each month any further obligations under collections of Unbilled A/R along with an accounting of such collections. The parties acknowledge that this Section 6.02, except that Buyer shall promptly pay over extended period is desirable because it would be impractical for the Purchaser to turn back to the Seller Sellers any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration Unbilled A/R at the end of the Collection Period. After the final remittance at the end of the extended collection period, Buyer any uncollected Unbilled A/R shall deliver become the property of the Purchaser and shall be in addition to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableGuaranteed Receivables. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. 2.7.1. At least five (5) days prior to the Closing Date, STC shall make a good faith estimate of the Accounts Receivable as of the Closing Date for KSBW less five percent (5%) reserved for bad debts (the "KSBW Receivables"), and HAT shall make a good faith estimate of the Accounts Receivable as of the Closing Date for WDTN less five percent (5%) reserved for bad debts (the "WDTN Receivables"). On the Closing Date, (a) The Seller if the amount of the KSBW Receivables is greater than the amount of the WDTN Receivables, HAT shall deliver pay to BuyerSTC, on or promptly in cash, the amount of the KSBW Receivables minus the amount of the WDTN Receivables, and (b) if the amount of the WDTN Receivables is greater than the amount of the KSBW Receivables, STC shall pay to HAT, in cash, the amount of the WDTN Receivables minus the amount of the KSBW Receivables. 2.7.2. Within thirty (30) days after the Closing Date, the Recipient Party shall deliver to the Transferring Party in writing and in reasonable detail a statement good faith final determination of the Accounts ReceivableReceivable acquired by the Recipient Party as of the Closing Date (the "Final AR Amount"). Buyer The Transferring Party shall use commercially assist the Recipient Party in making such determination, and the Recipient Party shall provide the Transferring Party with reasonable efforts access to the books and records relating to the Stations of the Recipient Party for the purpose of determining the final Accounts Receivable amount. The Transferring Party shall have the right to review the computations and work papers used in connection with the Recipient Party's preparation of the Final AR Amount. If the Transferring Party disagrees with the Final AR Amount determined by the Recipient Party, the Transferring Party shall so notify the Recipient Party within thirty (without 30) days after the date of receipt of the Recipient Party's Final AR Amount, specifying in detail any point of disagreement; provided, however, that if the Transferring Party fails to notify the Recipient Party in writing of the Transferring Party's disagreement within such thirty (30) day period, the Recipient Party's determination of the Final AR Amount shall be final, conclusive and binding on the parties. After the receipt of any additional consideration notice of disagreement, the parties shall negotiate in good faith to resolve any disagreements regarding the Final AR Amount. If any such disagreement cannot be resolved by the parties within thirty (30) days after the Recipient Party has received notice from the Seller) Transferring Party of the existence of such disagreement, the parties shall jointly select an Accounting Firm to collect review the Recipient Party's determination of the Final AR Amount and to resolve as soon as possible all points of disagreement raised by the Transferring Party. All determinations made by the Accounting Firm with respect to the Final AR Amount shall be final, conclusive and binding on the parties. The 2.7.3. If the Final AR Amount is such that the Recipient Party's payment of the Accounts Receivable during the period beginning on amount at the Closing Date and ending on was an underpayment to the 180th day thereafter Transferring Party, then the Recipient Party shall pay such underpayment amount to the Transferring Party in cash, within two (2) business days following the “Collection Period”), in final determination of the same manner Final AR Amount. If the Final AR Amount is such 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 the Recipient Party's payment of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining amount at the written authorization Closing is an overpayment to the Transferring Party, then the Transferring Party shall pay such overpayment to the Recipient Party in cash within two (2) business days following the determination of the Seller, and, even if the Seller provides such written authorization, Buyer Final AR Amount. Any amount paid pursuant to this Section 2.7 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 be 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 for credit to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on recipient at a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an bank account identified by Buyer such recipient in immediately available funds by wire transfer within fifteen (15) Business Day following writing. 2.7.4. The parties agree that prior to the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration date of the Collection Period), the Seller shall furnish Buyer with a list final determination of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party Final AR Amount pursuant to this Section 6.022.7 (by the Accounting Firm or otherwise) neither party will destroy any records pertaining to, upon reasonable advance notice and during normal business hours. (e) Following or necessary for, the expiration final determination of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableFinal AR Amount. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

Accounts Receivable. (a) The At the Effective Time, Seller shall designate Buyer as its agent solely for the purpose of collecting the Accounts Receivable. Seller shall deliver to Buyer, on or promptly immediately after the Closing DateEffective Time, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in ) beginning at the same manner that Buyer uses to collect Effective Time and ending on the 120th day following the Effective Time consistent with Buyer’s practices for collection of its own accounts receivable; provided, that Buyer shall be not commence 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 (i) at any time following the Collection Period Effective Time, (ii) from a customer of the Station Stations after the Effective Time that was or is also a customer of the Seller Stations prior to the Effective Time and that is obligated with respect to any Accounts Receivable, shall be deposited Receivable and (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(aiii) that is not specifically designated in writing as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied by the Seller to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) if such accounts receivable shall be promptly an Accounts Receivable, remitted by to Seller in accordance with Section 1.8(b); provided further, however, that if, prior to the Effective Time, Seller or, after the Effective Time, Seller or Buyer received or receives a written notice of dispute from a customer with respect to Buyeran Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Buyer shall not refer any of the Accounts Receivable to a collection agency or to an attorney for collection. (cb) The Seller shall send all Remitted Payments by checkOn or before the 10th day following the end of each calendar month in the Collection Period, or at the Seller’s election, Buyer shall deposit all Remitted Payments (without offset) into an account identified by Buyer Seller the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereoftransfer. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller Buyer shall furnish Buyer Seller with a list of the amounts received directly by Seller collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable during and a schedule of the preceding calendar month (or, if amount remaining outstanding under each particular account. Following the Collection Period ends on a day other than the last day of a calendar monthPeriod, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and and/or audit the records maintained by the other party Buyer pursuant to this Section 6.021.8, upon reasonable advance notice and during normal business hours. (ec) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any no further obligations under this Section 6.021.8, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (hd) If either party Buyer fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.021.8, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. 2.7.2. Within thirty (a30) The Seller shall deliver to Buyer, on or promptly days after the Closing Date, the Recipient Party shall deliver to the Transferring Party in writing and in reasonable detail a statement good faith final determination of the Accounts ReceivableReceivable acquired by the Recipient Party as of the Closing Date (the "Final AR Amount"). Buyer The Transferring Party shall use commercially assist the Recipient Party in making such determination, and the Recipient Party shall provide the Transferring Party with reasonable efforts access to the books and records relating to the Stations of the Recipient Party for the purpose of determining the final Accounts Receivable amount. The Transferring Party shall have the right to review the computations and work papers used in connection with the Recipient Party's preparation of the Final AR Amount. If the Transferring Party disagrees with the Final AR Amount determined by the Recipient Party, the Transferring Party shall so notify the Recipient Party within thirty (without 30) days after the date of receipt of the Recipient Party's Final AR Amount, specifying in detail any point of disagreement; provided, however, -------- ------- that if the Transferring Party fails to notify the Recipient Party in writing of the Transferring Party's disagreement within such thirty (30) day period, the Recipient Party's determination of the Final AR Amount shall be final, conclusive and binding on the parties. After the receipt of any additional consideration notice of disagreement, the parties shall negotiate in good faith to resolve any disagreements regarding the Final AR Amount. If any such disagreement cannot be resolved by the parties within thirty (30) days after the Recipient Party has received notice from the Seller) Transferring Party of the existence of such disagreement, the parties shall jointly select an Accounting Firm to collect review the Recipient Party's determination of the Final AR Amount and to resolve as soon as possible all points of disagreement raised by the Transferring Party. All determinations made by the Accounting Firm with respect to the Final AR Amount shall be final, conclusive and binding on the parties. The fees and expenses of the Accounting Firm incurred in connection with any such determination shall be shared one-half by the Recipient Party and one-half by the Transferring Party. 2.7.3. If the Final AR Amount is such that the Recipient Party's payment of the Accounts Receivable during the period beginning on amount at the Closing Date and ending on was an underpayment to the 180th day thereafter Transferring Party, then the Recipient Party shall pay such underpayment amount to the Transferring Party in cash, within two (2) business days following the “Collection Period”), in final determination of the same manner Final AR Amount. If the Final AR Amount is such 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 the Recipient Party's payment of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining amount at the written authorization Closing is an overpayment to the Transferring Party, then the Transferring Party shall pay such overpayment to the Recipient Party in cash within two (2) business days following the determination of the Seller, and, even if the Seller provides such written authorization, Buyer Final AR Amount. Any amount paid pursuant to this Section 2.7 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 be 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 for credit to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on recipient at a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an bank account identified by Buyer such recipient in immediately available funds by wire transfer within fifteen (15) Business Day following writing. 2.7.4. The parties agree that prior to the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration date of the Collection Period), the Seller shall furnish Buyer with a list final determination of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party Final AR Amount pursuant to this Section 6.022.7 (by the ----------- Accounting Firm or otherwise) neither party will destroy any records pertaining to, upon reasonable advance notice and during normal business hours. (e) Following or necessary for, the expiration final determination of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableFinal AR Amount. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. 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) day of each calendar month during 30th, 60th and 90th days following the Collection Period (and, if the Collection 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 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 to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller Sellers a statement or report showing all filessuch 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 following the Closing Date, the Buyer shall furnish or make available to the Sellers all records, notes files and any other materials data relating to the Accounts Receivable. Upon expiration collection efforts of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablerespect to such accounts. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

Accounts Receivable. The Grantor agrees as ------------------- follows: (a) The Seller shall deliver to BuyerGrantor shall, on or promptly after the Closing Dateoccurrence and during the continuance of an Event of Default, at the request of the Agent, execute and deliver a statement form of agreement satisfactory to the Agent and its counsel, establishing a lock box and cash collateral arrangement with the Agent. (b) In the event a government (including the United States Government, the government of any state or any local government) or any department, agency, instrumentality or subdivision thereof is an account debtor or obligor on any Accounts Receivable, or is a party to any contract or order out of which will arise an Account Receivable of the Grantor, the Grantor shall promptly notify the Agent of that fact, comply with the Assignment of Claims Act of 1940 (or any substantially equivalent federal, state, or local law) and will execute such further instruments and take such further steps requested by the Agent in order that the Account Receivable and all moneys due under such contracts and/or order, shall be assigned to the Agent and due notice thereof given to the appropriate governmental official. (c) After the occurrence of an Event of Default, the Agent shall have the right from time to time (at the Grantor's expense) to arrange for verification of all Accounts Receivable directly with the account debtors or by other methods reasonably satisfactory to the Agent. Any such verification shall be conducted in such a manner as to minimize disruption to the Grantor. (d) In the event any Accounts Receivable of the Grantor is evidenced by chattel paper or other negotiable instruments, the Grantor shall, after the occurrence and during the continuance of an Event of Default, deliver the same to the Agent as soon as possible and prior to such delivery shall hold the same in trust for the benefit of the Agent. The Grantor shall endorse any chattel paper or other negotiable instruments in favor of the Agent. The Agent is hereby appointed as attorney-in- fact for the Grantor for such purpose. (e) Except as otherwise provided in this subsection, the Grantor shall use its reasonable efforts to collect, at its own expense, all amounts due or to become due to the Grantor on the Accounts Receivable; provided, however, after the occurrence of an Event of Default, upon the request of the Agent, the Grantor shall take such action (at the Grantor's expense) as reasonably requested by the Agent to collect any one or more Accounts Receivable. Buyer After the occurrence of an Event of Default and during the continuance thereof, the Agent shall use commercially reasonable efforts (without receipt have the right at any time, upon written notice to the Grantor and at the expense of any additional consideration from the Seller) Grantor, to take such action to collect the Accounts Receivable during as the period beginning on Agent deems proper, and to adjust, settle and compromise payment thereof (without notice to or the Closing Date and ending on consent of the 180th day thereafter (the “Collection Period”Grantor), 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 and 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 same extent as the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptGrantor might have done. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until At such time as the Seller deems it appropriate Agent exercises its rights pursuant to close such lockboxesthe preceding sentence, the Grantor shall not take any action to collect, adjust, settle or compromise any Account Receivable except with the written consent of the Agent and any collections of Accounts Receivable received or held by the Grantor shall be property of the Agent, shall be held in trust for the benefit of the Agent and shall be delivered to the Agent immediately with all requisite endorsements in favor of the Agent which the Agent may make as attorney-in-fact for the Grantor. The Aging Reports submitted by Buyer Agent has no obligation to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer Grantor to keep the Aging Reports currentcollect or attempt to collect any Accounts Receivable or to preserve any rights against any party in connection therewith. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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

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

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. (b) Each During the Collection Period, each Specified Payment received by the Seller Xxxxxxxx from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller Xxxxxxxx to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller Xxxxxxxx to BuyerBuyer in accordance with Section 6.02(c). (c) The Seller During the Collection Period, Xxxxxxxx shall send or cause to be sent all Remitted Payments by check, or at the Seller’s Xxxxxxxx’x election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen on a bi-monthly basis (15the fifteenth (15th) and last day of the month or the next preceding Business Day if the fifteenth (15th) or last day of the month falls on day that is not a Business Day) following the receipt by the Seller Xxxxxxxx, Tribune or any of their respective Affiliates thereof. On the twentieth fifteenth (15th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty fifteen (2015) days after expiration of the Collection Period), the Seller Xxxxxxxx shall furnish or cause to be furnished to Buyer with a list of the amounts received directly by Seller Xxxxxxxx, Tribune or any of their respective Affiliates with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller Xxxxxxxx pursuant to subsection (a) of this SectionSection 6.02(a). (d) Buyer Buyer, on the one hand, and Xxxxxxxx, on the Seller other hand, shall each be entitled during the sixty (60)-day 60) day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours; provided, that no such inspection and audit shall unreasonably interfere with the other party’s business or operations. (e) Following the expiration of the Collection Period, neither Buyer or Xxxxxxxx nor the Seller any other Person shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller Xxxxxxxx any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller Xxxxxxxx all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller Xxxxxxxx may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller Xxxxxxxx (at the sole cost and expense of the Seller Xxxxxxxx and without taking any actions not required under Section 6.02(a) above)) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller Xxxxxxxx may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems Xxxxxxxx xxxxx it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller Xxxxxxxx under subsection (aSection 6.02(a) of this Section will reflect all Seller such lockbox receipts, and the Seller will Xxxxxxxx shall cooperate with Buyer to keep the Aging Reports current. (g) The Seller . Xxxxxxxx shall promptly pay or cause to be paid over to Buyer any monies received by the Seller Xxxxxxxx, Tribune or any of their respective Affiliates through its lockbox that are intended as a payment on Buyer’s receivables. (hg) If either party fails Buyer or Xxxxxxxx fail to timely remit (or cause to be remitted, as the case may be) any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.Section

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 the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting any amount received by Buyer after the Adjustment Date attributable to payment of commissions to such Transferred Employees)any Assigned Receivables. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after In calculating the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (andamount, if the Collection Period ends on a day other than the last day of a calendar monthany, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish which Parent must pay to Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.021.7, upon reasonable advance notice and during normal business hours. (e) Following the expiration payments received by Buyer on account of the Collection Period, neither Buyer nor the Seller receivables from a particular customer shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over be credited first to the Seller any amounts subsequently paid to it oldest account receivable of that customer until all accounts receivable with respect to that customer are paid in full; provided, however, that no such payment shall be so credited to any Accounts pre-Closing account receivable with respect to a Disputed Account Receivable of such customer (as defined below) unless such customer shall have specifically advised Buyer to credit such payment to such Closing Account Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) For purposes of this Section will reflect all Seller lockbox receiptsAgreement, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer "Disputed Account Receivable" means any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.Closing Account Receivable owed:

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

Accounts Receivable. (a) The Seller Buyer shall deliver have the sole right to Buyer, on or promptly collect the Purchased Accounts Receivable as of and after the Closing Date, a statement of the Accounts Receivable. Buyer Date and shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) attempt to collect the Purchased Accounts Receivable during the one hundred eighty (180) day period beginning on following the Closing Date and ending on the 180th day thereafter (the “A/R Collection Period”), ) using collection efforts not less than those efforts used by Buyer in the same manner that Buyer uses to collect ordinary course of its own accounts receivablebusiness; provided, however, that Buyer shall be not commence discount 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 Purchased Accounts Receivable without obtaining the prior written authorization consent of Seller. Within thirty (30) days after the A/R Collection Period, Buyer shall prepare and deliver to Seller a report regarding the collection of the Purchased Accounts Receivable during the A/R Collection Period (the date such report is delivered being referred to as the “A/R Notification Date”), which report shall include a list of all uncollected Purchased Accounts Receivable as of the A/R Notification Date (“Uncollected A/R”). (b) To the extent that Seller’s EBITDA for 2006, andas reflected in the final Closing Statement determined pursuant to Section 3.02, even is less than the Target 2006 EBITDA, the amount of Uncollected A/R that, if collected, would have resulted in Seller’s EBITDA for 2006 being equal to the Target 2006 EBITDA shall be deemed the “EBITDA Gap A/R.” Within five (5) business days after the A/R Notification Date, (i) to the extent that there is any EBITDA Gap A/R, Seller provides shall pay to Buyer, in cash, an amount equal to (A) five (5) multiplied by (B) the face-value of all EBITDA Gap A/R, and (ii) with respect to all other Uncollected A/R (or, if there is no EBITDA Gap A/R, with respect to all Uncollected A/R), Seller shall pay to Buyer the face-value of such written authorizationUncollected A/R. The parties acknowledge that, to the extent the Closing Net Working Capital is adjusted downward with respect to any Uncollected A/R pursuant to Sections 3.01 and 3.02, the amount of such downward adjustment shall be credited toward any payment due pursuant to this Section 3.03. If any payment due from Seller to Buyer as a result of the Uncollected A/R is not paid when due under this Agreement, Buyer shall be entitled, in its sole discretion, to payment for such amount out of the Promissory Note. The Seller agrees that the use of the payment multiple with respect to EBITDA Gap A/R, if any, is appropriate given the calculation used to value the Business and that such remedy is reasonable and has been negotiated by the parties and is not in any way a penalty. (c) Buyer shall remit to Seller any payments subsequently received by it with respect to any Uncollected A/R; provided that Buyer has received payment from Seller for such Uncollected A/R in accordance with the payment terms contained herein. After the conclusion of the A/R Collection Period, Buyer shall have no obligation to commence attempt to collect any such Action. Buyer shall send all payments received on the Accounts Receivable to the Uncollected A/R and 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 attempt 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 Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.Uncollected A/R. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration If a customer owing any of the Collection Period to inspect and audit Purchased Accounts Receivable disputes payment of any such Purchased Accounts Receivable on the records maintained basis of a breach by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration Buyer of the Collection Period, neither Buyer nor the Seller shall have any further its obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining goods to be provided or services to be performed in consideration for such Purchased Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding then such disputed Purchased Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 Receivable shall not be required to be refunded or repaid by the Seller deemed Uncollected A/R for any circumstancepurposes of this Agreement.

Accounts Receivable. (a) The Seller Buyer acknowledges that all accounts receivable in respect solely of amounts due prior to the Closing Date shall deliver remain the property of the Sellers (the “Sellers Accounts Receivable”) and that the Buyer shall not acquire any beneficial right or interest therein. The Buyer shall promptly forward to Buyerthe Sellers all proceeds received by the Buyer in respect of all Sellers Accounts Receivable plus such portion of the proceeds received by the Buyer in respect of the Purchased Accounts Receivable as provided for in Section 3.4(c). (b) Subject to the allocation set forth in Section 3.4(c), the Sellers shall promptly forward to the Buyer all proceeds from accounts receivable relating to the Purchased Contracts that are received by the Sellers on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration other than proceeds from the Seller) to collect the Sellers Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own all such accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day receivable other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (Sellers Accounts Receivable being referred to as the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Purchased Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller For purposes of determining the amount of proceeds from any Purchased Account Receivable payable pursuant to Section 3.4(a) or Section 3.4(b), where such Purchased Accounts Receivable are paid on a periodic basis and are payable for a period (such as a fiscal quarter) that begins but does not end prior to the Closing Date, (x) the Sellers shall send all Remitted Payments by checkbe paid, or at the Seller’s electionretain, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (andas applicable, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration such portion of the Collection Period)Purchased Account Receivable as is equal to the entire amount of proceeds received in respect of such Purchased Account Receivable multiplied by a fraction the numerator of which is the number of days in such period ending on the day immediately prior to the Closing Date and the denominator of which is the number of days in the entire period for which such Purchased Account Receivable is paid and (y) the Buyer shall be paid, or retain, as applicable, the Seller shall furnish Buyer with a list balance of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectionsuch proceeds. (d) Notwithstanding anything to the contrary in this Section 3.4, promptly following the Closing, the Buyer and shall either set up its own post office box or make other arrangements for the Seller shall each be entitled during the sixty (60)-day period following expiration collection of the Collection Period to inspect and audit the records maintained accounts receivable generated by the other party pursuant Purchased Contracts following the Closing and will direct the Sublicensees to this Section 6.02, upon reasonable advance make payment to such post office box or provide them with appropriate notice regarding the place of payment and during normal business hoursrelated instructions. (e) Following The Buyer and the expiration of the Collection Period, neither Buyer nor the Seller Sellers shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over provide to the Seller any amounts subsequently paid each other access to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes records and any other materials relating to the Accounts Receivable. Upon expiration books of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) account for the purpose of collecting verifying any outstanding Accounts Receivable. (f) Buyer acknowledges funds that have been remitted to each to verify collection and disposition of the Seller may maintain all established cash management lockbox arrangements proceeds of the accounts receivable in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of accordance with this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current3.4. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

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

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