Common use of Accounts Receivable Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Accounts Receivable. At the closing(a) Kellstrom shall, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after following the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited use efforts consistent wxxx xxx xfforts generally used by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts it to collect its own receivables to collect Purchased Receivables. The Company shall designate one representative (the Accounts Receivable "Company Collection Representative") in writing to Kellstrom with whom Kellstrom shall coordinate the collection of Purcxxxxx Xxxeivables duxxxx xxx first year following the Closing Date. The Company Collection Representative shall not be entitled to, and shall not, contact any account debtors with respect to the Diablo Business for a period collection of one hundred eighty (180) days after any Purchased Receivables; provided, however, the Closing Date (Company Collection Representative shall have the "right upon request to participate with Kellstrom in conference calls and/or meetings with account debtors to xxxxxxx the collection of Purchased Receivables. Kellstrom shall make available to the Company Collection Period")Representatixx xxxx xequest such information relating to the Purchased Receivables as the Company Collection Representative may reasonably request. Any payment received The Company Collection Representative shall have the authority to act on behalf of the Company in approving any actions to be taken that are not consistent with the actions customarily taken by ATS during Kellstrom in connection with the Collection Period from collection of its own receivables, ix xxxxxxxg any customer with an account which is an Accounts Receivable disputes with respect to the Diablo Business Purchased Receivables and in approving any discounts or offsets to the Purchased Receivables. If Kellstrom shall at any time propose to accept any goods in settlement xx xxx Xurchased Receivables, it shall obtain the consent of the Company Collection Representative (which shall not be unreasonably withheld or delayed), and the value of such goods shall be as mutually agreed upon by the parties. The Company shall have the right at its sole cost and expense twice during the first year following the Closing Date upon prior written notice to Kellstrom to audit and inspect the books and records of Kellstrom relxxxxx xx the Purchased Receivables during normal businesx xxxxx. (b) Any payments received by Kellstrom from a customer following the Closing Date on account of Puxxxxxxx Xeceivables shall be applied first to the payment of unpaid invoices referenced by the customer on or in reduction connection with the payment of such invoices or if no such reference is made by the customer on or in connection with the payment of such invoices, then to the payment of invoices issued to such customer in the order in which such invoices were issued; provided, however, that, if Kellstrom shall have received notice from a customer disputing all or xxx xxxxion of an unpaid invoice, then any payment received from such customer shall not be applied to the disputed portion of such invoice, but shall be applied to the balance of such invoice, and then to the next invoice issued to such customer (in each case, until the dispute with such customer shall be resolved). Kellstrom shall not encourage any of its customers to give priority tx xxx xxxment of receivables owed to Kellstrom over the payment of the Accounts ReceivablePurchased Receivables. (x) At any time following the Closing Date, unless upon the customer contests in writing written request of the validity of such application. During the Collection PeriodCompany, ATS Kellstrom shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect sell to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt Company and/or AVS any Purchased Receivabxxx xxxxx remain unpaid or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Periodunsatisfied. Upon the written request of either party Kellstrom delivered at and after such timeany time within thirty (30) days following the xxxxx xxniversary of the Closing Date, the parties Company and/or AVS shall meet to mutually and in good faith analyze purchase from Kellstrom any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value Purchased Receivables which remain unpaid or unsatisfiex xx xx xhe one year anniversary of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo The purchase price of any Purchased Receivables purchased by the Company and/or AVS hereunder shall be equal to the face amount thereof (the "Receivables Purchase Amount"), and upon any such purchase, the Company may retain the sole proceeds of such Purchased Receivables as and exclusive right when collected (and to collectthe extent thereafter collected by or paid to Kellstrom, whether during or Kellstrom shall promptly remit the same to the Company). Ix XXX xxx/ox xxx Xxxpany elects to purchase the Purchased Receivables pursuant to the first sentence of this Section 6.18(c), AVS shall deliver to Kellstrom a certificate signed by its Chief Financial Officer setting xxxxx xxe Purchased Receivables which it desires to purchase, and Kellstrom shall transfer such Purchased Receivables to AVS and/or the Xxxxxxx and AVS and/or the Company shall pay for the Purchased Receivables in cash by wire transfer of immediately available funds as follows: (i) for purchases of Purchased Receivables that are "Eligible Receivables" (as such term is defined in the Kellstrom Credit Facility), on the date such transfer is made to AVS xxx/xx xxe Company and (ii) for purchases of Purchased Receivables that are not Eligible Receivables, on the earlier to occur of the one hundred eightieth (180th) day after the Collection Perioddate of such sale or the first anniversary of the Closing Date. If Kellstrom elects to sell Purchased Receivables to the Company and/or XXX xxxxxant to the second sentence of this Section 6.18(c), Kellstrom shall deliver to the Company and/or AVS a certificate signex xx xxx Chief Financial Officer setting forth the aggregate of such Purchased Receivables which remain unpaid or unsatisfied as of such date, together with all Retained Accounts related and supporting documentation, and the Company and/or AVS shall purchase such Purchased Receivables from Kellstrom within thirty (30) days following receipt thereof as followx: (x) XXS shall provide to Kellstrom a credit toward the purchase of services from AVS and its Axxxxxxxxx equal to the lesser of (x) the Receivables Credit Amount or (y) fifty percent (50%) of the Receivables Purchase Amount and (b) the balance in cash by wire transfer of immediately available funds. The purchase price and terms for services to which the credit shall be applied from time to time shall be no less favorable than those offered to unaffiliated third parties with similar purchase volume. If the Company or AVS shall fail to provide Kellstrom with the appropriate Receivables Credit Amount from time to xxxx, xx pay the cash amount within the applicable period set forth above, then Kellstrom shall have the right (but not the obligation), in addition xx xxx xxher remedies which it may have, to either (a) deem such amount to be Kellstrom Indemnifiable Damages in accordance with Article IX (providxx, xxxxxer, that the Kellstrom Indemnification Threshold and the Kellstrom Indemnification Xxx xxxxl not be applicable to such amount) xx (x) xetoff such amount against any amount owed by Kellstrom or any of its Affiliates to AVS, the Company or any Affiliaxx xx XXX or the Company (whether under this Agreement or otherwise). Kellstrom shall advise the Company at least sixty (60) days prior to xxx xxxxx anniversary of the Closing Date of any uncollected Purchased Receivables and any unpaid Assumed Payables owed to any member of a Group from which there is an uncollected Purchased Receivable, as Diablo provided that failure to deliver said notice within the applicable time period shall not in its sole discretion may determineany way affect Kellstrom's rights or the Company's or AVS' obligations hereunder.

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

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

Accounts Receivable. At The accounts receivable shown on the closingBalance Sheet arose in the ordinary course of business, Diablo shall appoint ATS its agent consistent with past practices, and represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in full within ninety (90) days in the purpose recorded amounts thereof, less an amount not in excess of collecting all Accounts Receivable relating the allowance for doubtful accounts provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the Diablo Businessreceivables. Diablo shall deliver to ATS on The accounts receivable of the Company or as soon as practicable any Company Subsidiary arising after the Balance Sheet Date and before the Closing Date a complete arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namerecorded amounts thereof, amount less allowances for doubtful accounts and age of each Accounts Receivable warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on collection of the Diablo Businessreceivables. Subject None of the accounts receivable of the Company or any Company Subsidiary are subject to and limited any claim of offset, recoupment, setoff, or counter claim. No amount of accounts receivable is contingent upon the performance by the followingCompany or any Company Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Neither the Company nor any Company Subsidiary has any obligation pursuant to any rule or regulation of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, revenues relating return, refund or forfeit any receivables previously collected. No Person has any lien on any such accounts receivable, no account receivable is subject to the Accounts Receivable relating to the Diablo Business will be prior assignment, no agreement for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable deduction or discount has been made with respect to any such accounts receivable, and neither the Diablo Business Company nor any Company Subsidiary has incurred any liabilities to customers for a period discounts, returns, promotional allowances or otherwise. None of one hundred eighty (180) days after the Closing Date obligors of the accounts receivable have refused or given notice that they refuse to pay the full amount thereof, and none of the obligors of such accounts receivable are an Affiliate of the Company or any Company Subsidiary. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the "Collection Period"“Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the Agreement Date. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect Schedule 2.26 to the Diablo Business shall first be applied in reduction Disclosure Letter sets forth such amounts of the Accounts ReceivableReceivables that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, unless including the customer contests in writing the validity type and amounts of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineclaims.

Accounts Receivable. At The accounts receivable shown on the closingBalance Sheet arose in the ordinary course of business, Diablo shall appoint ATS its agent represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in full within 90 days in the purpose recorded amounts thereof, less an amount not in excess of collecting all Accounts Receivable relating the allowance for doubtful accounts provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the Diablo Businessreceivables. Diablo shall deliver to ATS on or as soon as practicable The accounts receivable of the Company arising after the Balance Sheet Date and before the Closing Date a complete arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namerecorded amounts thereof, amount less allowances for doubtful accounts and age of each Accounts Receivable warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on collection of the Diablo Businessreceivables. Subject None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim, and limited by the following, revenues relating Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. None of the obligors of the accounts receivable have refused or given notice that it refuses to pay the full amount thereof and none of the obligors of such accounts receivable is an Affiliate of the Company. Schedule 2.26 to the Accounts Receivable relating Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the Agreement Date. Schedule 2.26 to the Diablo Business will be for Disclosure Letter sets forth such amounts of the account Receivables which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of Diablosuch claims. ATS shall use its reasonable business efforts to collect Such Receivables are collectible in the Accounts Receivable with respect amounts shown on Schedule 2.26 to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts ReceivableDisclosure Letter, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount net of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo allowances for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinedoubtful accounts reflected therein.

Accounts Receivable. At Following the closingClosing, Diablo (a) if Intel or any of its Subsidiaries receives any payment, refund or other amount that is an Intel Transferred Asset or is otherwise properly due and owing to Holdings or a Subsidiary of Holdings in accordance with the terms of this Agreement, Intel promptly shall appoint ATS remit, or shall cause to be remitted, such amount to Holdings or such Subsidiary and (b) if Holdings or any of its agent for Subsidiaries receives any payment, refund or other amount that is an Intel Excluded Asset or is otherwise properly due and owing to Intel or any of its Subsidiaries in accordance with the purpose terms of collecting all Accounts Receivable relating this Agreement, Holdings promptly shall remit, or shall cause to be remitted, such amount to Intel. Without limiting the Diablo Business. Diablo foregoing, Holdings shall deliver forward, or cause a Subsidiary of Holdings to ATS on or as soon as practicable after the forward, to Intel, immediately upon receipt thereof, any payments of Pre-Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of Intel or any of its Subsidiaries, and Intel shall forward to Holdings, immediately upon receipt thereof, any payments of Post-Closing Accounts Receivable of Holdings or any of its Subsidiaries unless otherwise set forth in the Diablo BusinessIntel Transition Services Agreement. Subject Following the Closing, the Parties shall cooperate in promptly advising customers to and limited by the following, revenues relating direct to the Accounts appropriate Party any future payments by such customers. In determining whether a payment received by either Party is a payment of an Account Receivable relating of Intel, on the one hand, or Holdings or a Subsidiary of Holdings, on the other hand, the receiving Party may rely on any invoice or contract number referred to on the payment or in correspondence accompanying such payment. To the extent any payment, refund or other amount received by Intel or Holdings or a Subsidiary of Holdings from a customer or other account debtor does not specify which outstanding invoice or receivable it is in payment of, such payment shall be applied to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable earliest invoice outstanding with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity indebtedness of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt customer or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected other account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposesdebtor, except for those invoices which are subject to a dispute to the extent of such dispute. Following the Closing, Holdings will and will cause its Subsidiaries to provide such cooperation as Intel shall reasonably request in connection with Intel’s collection of outstanding Pre-Closing Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in Intel and its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineSubsidiaries.

Accounts Receivable. (a) Each Grantor hereby covenants and agrees that it shall keep and maintain at its own cost and expense records of its Accounts Receivable, and its material dealings therewith, in each case consistent with such Grantor’s ordinary course of business and complete and accurate in all material respects. At any time following the closingoccurrence and during the continuance of an Event of Default, Diablo upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall appoint ATS its agent for promptly (i) cause independent public accountants or others reasonably satisfactory to the purpose Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable, (ii) deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts Receivable, including all original orders, invoices and shipping receipts and (iii) furnish to the Administrative Agent the contact information and other information regarding any Account Debtor under any Accounts Receivable. (b) The Administrative Agent shall have the right at any time following the occurrence and during the continuance of collecting all an Event of Default to notify (with a copy to the relevant Grantor), or require any Grantor to notify, any Account Debtor of the Administrative Agent’s Security Interest in the Accounts Receivable relating and any Supporting Obligation and the Administrative Agent may in such circumstances: (i) direct the Account Debtors under any Accounts Receivable to make payment of all amounts due or to become due to any Grantor thereunder directly to the Diablo Business. Diablo shall deliver Administrative Agent, (ii) notify, or require a Grantor to ATS notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts Receivable have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or as soon as practicable after deposited in such lockbox or other arrangement directly to the Closing Date a complete and detailed statement showing Administrative Agent, (iii) communicate with obligors under the nameAccounts Receivable to verify with them to the Administrative Agent’s satisfaction the existence, amount and age terms of each any Accounts Receivable and (iv) enforce, at the expense of the Diablo Business. Subject to and limited by the followingany Grantor, revenues relating to the collection of any such Accounts Receivable relating and to adjust, settle or compromise the Diablo Business will be for amount or payment thereof. If the account of Diablo. ATS shall use its reasonable business efforts Administrative Agent notifies a Grantor that it has elected to collect the Accounts Receivable in accordance with respect to the Diablo Business for a period of one hundred eighty preceding sentence, all amounts and Proceeds (180including cash, checks, non-cash items and other instruments) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with such Grantor in respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless any Supporting Obligation or Collateral Support shall be received in trust for the customer contests in writing benefit of the validity Administrative Agent hereunder and shall be segregated from other funds of such applicationGrantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Accounts Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of the Administrative Agent. During All amounts and Proceeds while held by the Collection PeriodAdministrative Agent (or by a Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 7.3 hereof. (c) With respect to any Accounts Receivable in excess of $10,000,000 individually or $25,000,000 in the aggregate that is evidenced by, ATS or constitutes, Chattel Paper, each Grantor shall furnish Diablo with a list of, and pay over cause each originally executed copy thereof to Diablo, be delivered to the amounts collected Administrative Agent (or its agent or designee) appropriately indorsed to the Administrative Agent or indorsed in blank: (i) with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of Receivable in existence on the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectiondate hereof, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole date hereof and exclusive right (ii) with respect to collect, whether during or after the Collection Period, all Retained any such Accounts ReceivableReceivable hereafter arising, as Diablo soon as practicable, and in its sole discretion may determineany event within ten days of such Grantor acquiring rights therein. With respect to any Accounts Receivable in excess of $10,000,000 individually or $25,000,000 in the aggregate that constitutes Electronic Chattel Paper, each Grantor shall take all steps necessary to give the Administrative Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts Receivable (x) with respect to any such Accounts Receivable in existence on the date hereof, on or prior to the date hereof and (y) with respect to any such Accounts Receivable hereafter arising, within ten days of such Grantor acquiring rights therein. Any Accounts Receivable not otherwise required to be delivered or subjected to the control of the Administrative Agent in accordance with this Section 4.6 shall be delivered or subjected to such control upon the request of the Administrative Agent following the occurrence and continuance of an Event of Default.

Accounts Receivable. At (a) Following the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable 150th day after the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable Buyer shall send to Seller notice signed by its President or Chief Financial Officer of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date amount (the "Collection PeriodUncollected Amount"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction ) of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end accounts receivable of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or Company arising prior to the Closing DateDate which have not been collected (the "Receivables Notice") if the Uncollected Amount is in excess of the reserve for bad debt set forth on the Closing Balance Sheet. Diablo Upon the delivery of the Receivables Notice, Buyer shall retain have the option, but not the obligation, to sell to Seller, in which event Seller shall purchase, the accounts receivable of the Company arising prior to the Closing Date which have not been collected (the "Uncollected Accounts") from the Company. In the event that Buyer exercises its option to sell the Uncollected Accounts to Seller pursuant to this Section, Seller shall pay to Buyer the amount by which the Uncollected Amount exceeds the reserve for bad debt set forth on the Closing Balance Sheet in immediately available funds within ten business days of delivery of the Receivables Notice. (b) Buyer shall apply all payments from customers which are accounts receivable as directed by such customer. If the customer fails to direct payment, the payment will be placed in an open account and the customer will be telephoned to request direction as to which invoice the payment relates, the payment shall be credited in accordance with the customer's instructions. In the absence of direction from the customer after Buyer has requested direction, payment shall be applied to the oldest account receivable first. Buyer shall cause the Company to collect all of the accounts receivable of the Company arising prior to the Closing Date in good faith and in a manner consistent with the Company's standard collection practices. If a customer asserts that the sole and exclusive right reason for failure to collectpay the accounts receivable is an action or omission of the Company following the Closing, whether during or after such outstanding accounts receivable shall not be considered part of the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineUncollected Amount.

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

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

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

Accounts Receivable. At The accounts receivable shown on the closingCompany Balance Sheet arose in the ordinary course of business, Diablo shall appoint ATS its agent consistent with past practices, represented bona fide claims against debtors for the purpose sales and other charges, and have been collected, or will be collected within sixty (60) days of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete without resort to litigation, in the book amounts thereof. Allowances for doubtful accounts and detailed statement showing warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the name, amount Company’s and age of each Accounts Receivable its Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained in realization of the Diablo Businessreceivables. Subject The accounts receivable of the Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible within sixty (60) days of the Closing Date without resort to litigation, in the book amounts thereof. None of the accounts receivable of the Company and limited its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the followingCompany or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. No Person has any lien on any of such accounts receivable, revenues relating to the Accounts Receivable relating to the Diablo Business will be and no agreement for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.21 of the Diablo Business for a period Company Disclosure Letter sets forth an aging of one hundred eighty (180) days after the Company’s and its Subsidiaries’ accounts receivable as of the Agreement Date and the Closing Date (in the "Collection Period")aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction Schedule 2.21 of the Accounts ReceivableCompany Disclosure Letter sets forth such amounts of accounts receivable of the Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, unless including the customer contests in writing the validity type and amounts of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineclaims.

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

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

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

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

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

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

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

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo (a) Seller shall deliver to ATS on or as soon as practicable Buyer, promptly after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable commencement of the Diablo Business. Subject to and limited by the followingCollection Period, revenues relating to a statement of the Accounts Receivable relating to the Diablo Business will be for the account of DiabloReceivable. ATS Buyer shall use its commercially reasonable business efforts to collect the Accounts Receivable with respect to during the Diablo Business for a period (the “Collection Period”) beginning on the earlier of one hundred eighty (180) days after the LMA Commencement Date or the Closing Date (and ending on the "Collection Period")120th day thereafter, in the ordinary course of business; provided, that Buyer shall be under no obligation to commence or not to commence litigation or legal action to effect collection. Any payment received by ATS during Buyer from a customer of the Collection Period from Stations that was or is also a customer of Seller and that is obligated with respect to any Accounts Receivable and that is not specifically designated in writing as a payment of a particular invoice or invoices shall be presumptively applied to the accounts receivable for such customer with an account which outstanding for the longest amount of time and, if such accounts receivable is an Accounts Receivable Receivable, remitted to Seller in accordance with Section 6.02(b); provided further, however, that if, prior to the date hereof, Seller or, after earlier of the LMA Commencement Date or the Closing Date, Seller or Buyer received or receives a written notice of dispute from a customer with respect to the Diablo Business an Accounts Receivable that has not been resolved, then Buyer shall first be applied in reduction of apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Any amounts relating to the Accounts ReceivableReceivable that are paid directly to Seller shall be retained by Seller. Buyer and its Affiliates shall not discount, unless adjust or otherwise compromise any Accounts Receivable and Buyer shall promptly refer any disputed Accounts Receivable to Seller. (b) On or before the customer contests fifth day following the end of each calendar month in writing the validity of such application. During the Collection Period, ATS Buyer shall furnish Diablo with a list of, and pay over to Diablo, deposit into an account identified by Seller the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable (without offset) in immediately available funds by wire transfer. Buyer shall furnish Seller with a list of the amounts collected during such calendar month and in any prior calendar months with respect to the Diablo Business on Accounts Receivable and a monthly basis schedule of the amount remaining outstanding under each particular account. Seller shall be entitled during the 60-day period following the Collection Period to inspect and/or audit the records maintained by Buyer pursuant to this Section 6.02, upon reasonable advance notice and forward during normal business hours. (c) Following the expiration of the Collection Period, Buyer shall have no further obligations under this Section 6.02, except that Buyer shall immediately pay over to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating Seller any amounts subsequently paid to it with respect to any Accounts Receivable. ATS Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall provide Diablo deliver to Seller all files, records, notes and any other materials relating to the Accounts Receivable and shall otherwise cooperate with a final accounting Seller for the purpose of collecting any outstanding Accounts Receivable. (d) Buyer acknowledges that Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as Seller deems appropriate to close such lockboxes. Buyer agrees to update the Accounts Receivable aging reports to reflect all Seller lockbox receipts, and Seller agrees to cooperate with Buyer to keep the Accounts Receivable age reports current. In addition, Seller shall, on or before the fifteenth (15th) day fifth Business Day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and calendar month in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of Buyer’s receivables are received by Seller through its Accounts Receivable lockbox, remit to Buyer such receivable collections. (e) If Buyer fails to remit any amounts collected 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 thereby, by another authoritative source) as in effect from time to which time from the parties are unable date such amount was due until the date of actual payment. (f) All amounts received by Seller pursuant to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS this Section 6.02 shall not be obligated required to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder be refunded or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo repaid by Seller for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Periodcircumstance including, without specific agreement with ATS to the contrarybut not limited to, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions termination of this Agreement pursuant to Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine11.01.

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

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

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

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

Accounts Receivable. At As of the closingClosing Date, Diablo Stockholders appoint Buyer, as Stockholders' agent without compensation but without Liability except for willful misconduct, to collect the Accounts Receivable. Buyer shall appoint ATS its agent for account to Agent, and remit to Agent, the purpose amounts collected during the period in respect of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS as follows: (i) on or as soon as practicable before the twentieth (20th) day of the second complete calendar month after the Closing Date a complete Date, pay the amounts collected up to the end of the previous month; and detailed statement showing (ii) on or before the name, amount and age twentieth (20th) day of each succeeding month, remit the amounts collected during the month previous thereto. With each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Buyer shall, unless the remittance or an Accounts Receivable debtor specifies otherwise (and such debtor disputes such account), apply all amounts it receives from or for the benefit of any Accounts Receivable debtor first to pay the oldest undisputed Accounts Receivable of such debtor before applying any of such amounts to pay any obligation of such debtor to Buyer arising during, or otherwise attributable to, the Diablo Businessperiod after the Effective Time. Subject Buyer's agency to and limited by the following, revenues relating to collect the Accounts Receivable relating shall expire as of midnight on the 120th day following the Closing Date. Within fifteen (15) business days thereafter, Buyer shall remit to Agent the Diablo Business will be amounts collected from the Closing Date until the date thereof that remain in Buyer's possession. Upon expiration of the agency, Buyer shall turn over to Agent all documents and records evidencing the Accounts Receivable which were paid to Agent hereunder and which remain uncollected and Stockholders shall assume sole responsibility for the account collection of Diabloany remaining Accounts Receivable. ATS Buyer shall use its commercially reasonable business collection efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS but shall furnish Diablo with a list of, and pay over not be required to Diablo, the amounts collected with respect institute any legal proceedings to collect the Accounts Receivable with or to otherwise incur any cost or obligations in respect to thereof other than in the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies ordinary course of all correspondence relating to Accounts Receivablebusiness. ATS Stockholders shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain have the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts take reasonably appropriate measures to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection that are over sixty (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine60) days past due.

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

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

Accounts Receivable. At After the closingEffective Time, Diablo shall appoint ATS its agent for the purpose Purchaser agrees that it will exercise reasonable diligence in endeavouring to collect or cause to be collected all amounts owing in respect of collecting all the Accounts Receivable relating to during the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after period from the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty date that is six (1806) days months after the Closing Date (the "Collection PeriodCOLLECTION PERIOD"). Any payment received by ATS during Such diligence shall be no less than the Purchaser exercises in the collection of its own accounts receivable. Purchaser further agrees that it shall not waive, settle or compromise the collection of any of the Accounts Receivable without the consent of the Vendor. The Purchaser may not grant time, renewals, extensions or indulgences to any customer that has not paid the Accounts Receivable and may not accept compositions from any such customer or give up or modify or abstain from perfecting or taking advantage of any security or contracts held as collateral therefor without consent of the Vendor. Upon the expiry of the Collection Period from any customer with an account which is an the Purchaser's obligation to collect Accounts Receivable with respect to shall cease and thereupon the Diablo Business Purchaser shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze assign any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed Vendor and deliver to be collectable the Vendor any books and if ATS desires records necessary for the Vendor to retain collect such uncollected Accounts Receivable. As to each Upon such Accounts Receivableassignment, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall Vendor will pay to Diablo if ATS, the Purchaser the face amount of the uncollected Accounts Receivable plus an amount equal to any shortfall in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain collecting the right to collect face amount of any of its Accounts Receivable as to which a result of the parties are unable to reach agreement as to a good faith value, Vendor's discount policy for early payment thereof. From and ATS agrees to turn over to Diablo after the expiry of the Collection Period any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any by the Purchaser on account of the uncollected Accounts Receivable assigned to it the Vendor shall be received in trust for collection hereunder or the Vendor and shall be remitted forthwith to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with Vendor. To the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after extent that during the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make Period any direct solicitation of the Accounts Receivable customers return for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule refund or to credit any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or goods sold prior to the Closing Date. Diablo shall retain , the sole and exclusive right Vendor will pay to collect, whether during the Purchaser the face amount of such refunds or after credits less the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinerealizable value of such returned goods.

Accounts Receivable. At the closing(a) Upon Closing, Diablo Purchaser shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to on behalf of the Diablo Business Sellers for a period of one hundred eighty (180) 120 days after following the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business Purchaser shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to collect the Accounts Receivable with the same care and diligence as Purchaser uses with respect to the Diablo Business on a monthly basis and forward to Diabloits own accounts receivable, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS except that Purchaser shall not be obligated to use any extraordinary efforts to collect for collection, including without limitation, institution of litigation and shall not refer any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any an attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Account Receivable, except with the prior written approval of DiabloSellers. ATS Any payment received by Purchaser from any account debtor of Purchaser that is also an account debtor of Sellers shall not incur be applied to the oldest account due from such account debtor, unless there is a good faith dispute with respect to either account and the account debtor specifically identifies the invoice being paid, in which case any liability payment by such account debtor shall be applied first in accordance with the remittance advice or instructions from the account debtor, with any excess payment applied to Diablo for any uncollected the oldest account unless ATS due. Purchaser shall have engaged no right to offset any amounts collected in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation respect of the Accounts Receivable for collection purposes, except for against any amounts owed by Sellers to Purchaser. Any Accounts Receivable retained by Diablo after remaining uncollected at the end of the Collection PeriodPeriod shall be transferred to Sellers, a list thereof and all files concerning the collection or attempt to collect such Accounts Receivable hereunder, and Purchaser shall thereafter have no further responsibility with respect thereto except to remit to Sellers any payments in respect of the Accounts Receivable that Purchaser receives. (b) Certain capitalized terms used in this Section are defined below. The provisions Purchaser shall pay the A/R Commissions out of the A/R Proceeds when due on behalf of Sellers. On the first and fifteenth day of each month, Purchaser shall remit to Sellers all A/R Proceeds not previously remitted to Sellers less all A/R Commissions paid by Purchaser. On the fifteenth day of each month, Purchaser shall deliver to Sellers a list of all A/R Proceeds received by Purchaser and all A/R Commissions paid by Purchaser (and, upon Sellers' request, evidence of such payments) during the prior month. (c) For purposes of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 Section, (i) the proceeds of collection of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered referred to ATS as the "A/R Proceeds," (ii) those sales employees of Sellers with respect the Station who are employed by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether Purchaser during or after the Collection PeriodPeriod are referred to as "Transferred Sales Employees," and (iii) those commissions, all Retained Accounts Receivableif any, that are payable by Sellers to Transferred Sales Employees as Diablo a result of receipt of the A/R Proceeds, pursuant to Sellers' sales commission policy in its sole discretion may determineeffect at Closing (which Sellers will deliver to Purchaser at Closing), and that have not been paid by Sellers, are referred to as the "A/R Commissions."

Accounts Receivable. At SFX acknowledges that all accounts receivable in connection with the closing, Diablo shall appoint ATS its agent operation of the Sale or Asset Sellers for the purpose of collecting all Accounts Receivable relating services performed prior to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing shall remain the name, amount and age of each Accounts Receivable property of the Diablo Business. Subject to Sale or Asset Sellers and that SFX shall not acquire any beneficial right or interest therein or responsibility therefor, with the following limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business exception: for a period of one hundred eighty ninety (18090) days after following the Closing Date Date, SFX agrees to use reasonable efforts to collect such accounts receivable in the normal and ordinary course of business and will apply all such amounts collected to the account debtor's oldest account receivable first, except that any such accounts collected by SFX from persons who are also indebted to SFX may be applied to SFX's account where (i) there is a pre-existing bona fide dispute between the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an Sale or Asset Sellers and such account which is an Accounts Receivable debtor with respect to such account or where the Diablo Business shall first account debtor specifically designates that payment is to be applied in reduction of to SFX's account; (ii) SFX has notified the Accounts Receivable, unless the customer contests in writing the validity Sale or Asset Sellers of such application. During dispute or specific designation of payment by the Collection Period, ATS shall furnish Diablo with a list of, account debtor; and pay over to Diablo, (iii) thirty (30) days have elapsed since the amounts collected with respect date notice was given by SFX to the Accounts Receivable with respect Sale or Asset Sellers and such account remains subject to dispute or such account debtor has not rescinded its specific designation of payment. Such obligation and authority shall not extend to the Diablo Business on a monthly basis and forward to Diabloinstitution of litigation, promptly upon receipt employment of counsel or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or any other extraordinary means of collection unless authorized in writing by the Sale or Asset Sellers. The Sale or Asset Sellers agree to transfer to SFX all bank accounts, postal boxes or drop or lock boxes normally utilized by the Sale or Asset Sellers in the collection of their accounts receivable to facilitate SFX's collection of their accounts receivable during this period. SFX agrees to cooperate with the Sale or Asset Sellers as to any attorney litigation or other collection efforts instituted by the Sale or Asset Sellers to collect delinquent accounts receivable. On the 30th, 60th and 90th days following the Closing Date, SFX shall deliver to the Sale or Asset Sellers a statement or report showing all such collections effected since the Closing Date, together with a check or draft for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval collections net of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence commissions in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a event an outside collection agency or attorney for other third party has been utilized in connection with the collection (collectivelyof accounts receivable. If at any time SFX determines that any such accounts are uncollectible, SFX shall notify the "Retained Accounts Receivable")Sale or Asset Sellers of such determination; and upon the Sale or Asset Sellers' written request, provided and in any event on the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to 90th day following the Closing Date. Diablo , SFX shall retain furnish or make available to the sole Sale or Asset Sellers all records, files and exclusive right data relating to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinecollection efforts of SFX with respect to such accounts.

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

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

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

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

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all All Accounts Receivable relating shall remain the property of Seller. Seller hereby authorizes Buyer, however, for purposes of collection only, to collect such receivables for a period of 180 days after the Diablo BusinessClosing. Diablo Seller shall deliver to ATS on or as soon as practicable after the Closing Date Buyer a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to account within three days after Closing, and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer shall use its reasonable business efforts efforts, consistent with its customary collection practices for its own accounts receivable, without compensation, to collect the Accounts each Account Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationsaid 180 days. During the Collection Periodthat period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Diablo with to Seller a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any detailed monthly statement of the Accounts Receivable assigned showing amounts collected to it date and amounts outstanding as of the same date and, within 20 days after the end of each month, shall deliver to Seller the Accounts Receivable report and a check for collection hereunder the amounts collected during the prior month. 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 not be required to refer any of such Accounts Account Receivable to a collection agency or to any an attorney for collection, and ATS nor shall not make any such referral or it compromise, nor settle settle, or adjust any Account Receivable having a value in excess of $5,000 without receiving the amount approval of any such Seller. Seller shall take no action with respect to the Accounts Receivable, except with such as litigation, until the approval expiration of Diablosaid 180-day period. ATS Following the expiration of said 180- day period, Seller shall not incur any liability be free to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, take such action as Diablo Seller may in its sole discretion may determinedetermine to collect any Accounts Receivable then outstanding.

Accounts Receivable. At (a) Edy's will purchase the closing, Diablo shall appoint ATS its agent Ben & Jerry's of New York Accounts Receivable for the purpose aggregate amount carried on the books of collecting all Accounts Receivable relating Ben & Jerry's of New York on October 1, 1995, excluding those amounts more than 90 days old as of that date and also excluding those acknowledged by Ben & Jerry's of New York to be in dispute as of that date. Ben & Jerry's of New York will provide to Edy's full supporting documentation (signed invoices) to substantiate these receivables and will cooperate fully with Edy's to assist in the Diablo Businesscollection of these receivables. Diablo shall deliver to ATS on or as soon as practicable after The aggregate amount of these receivables, less any collected in the Closing Date a complete and detailed statement showing the nameinterim by Ben & Jerry's, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts payable to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) Ben & Jerry's as collected, but in an event within 180 days after the Closing Date (the "Collection Period")October 28, 1995 whether or not Edy's h as received payment form each account. Any payment received by ATS during the Collection Period from Ben & Jerry's of New York will indemnify Edy's for any customer with an account which is an Accounts Receivable with respect amounts paid to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected purchase Accounts Receivable to determine if the sameextent such amounts are not reimbursed to Edy's by the applicable account, provided that this indemnification will apply only to accounts for which Edy's has not been furnished full supporting documentation. Edy's agrees that, until such time as Ben & Jerry's of New York receives payment in their reasonable business judgment, full for accounts which are deemed acknowledged to be collectable in dispute, they will not sell, distribute or otherwise supply any Ben & Jerry's products to such accounts. (b) Edy's shall promptly remit to Ben & Jerry's of New York any monies received by Edy's for products distributed and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence sold by Ben & Jerry's in the performance of its obligations set forth in this Section. During and after New York Territory before the Collection Period, without specific agreement with ATS termination date. (c) Edy's will provide terms to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, such current distributors who Edy's determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinewill continue to be authorized Ben & Jerry's distributors. (d) It is Edy's intention to appoint Xxxx N'Xxxx a Xxx & Jerry's distributor to the out-of-home trade in northern New Jersey contingent upon resolving the outstanding receivables balance owed to Ben & Jerry's by J & M Distributors. To the extent this can't be resolved, then J & M Distributors will remain a subdistributor and will be expected to pay their receivable balance to Ben & Jerry's. This will be enforced per the control of Ben & Jerry's shipments to J & M.

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

Accounts Receivable. At the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable The Buyer hereby covenants and agrees that from and after the Closing Date a complete it shall devote appropriate personnel and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable set forth on Schedule 4.19 (and the Accounts Receivable included in the Final Working Capital, if different), which efforts shall at a minimum be reasonably consistent with the Buyer’s efforts to collect its other Accounts Receivable. In no event shall the Buyer discount or otherwise waive any right with respect to such Accounts Receivable without the prior written consent of the Seller (which consent shall not be unreasonably withheld). The Buyer shall provide the Seller with such status updates with respect to collection of such Accounts Receivable as the Seller may reasonably request from time to time but at no greater frequency than once per month. To the extent the Buyer is having difficulty collecting any such Account Receivable , the Buyer may notify the Seller and the Seller shall cooperate in collecting such Account Receivable jointly with Buyer. In the event the Buyer has materially complied with its obligations pursuant to this Section 13.4 and any such Accounts Receivable are still not collected within one hundred fifty (150) days of the Closing Date, resulting in a breach of the Seller’s representations and warranties set forth in Section 4.19, then the Buyer may, by delivery of written notice to the Seller within thirty (30) days of the expiration of such one hundred fifty (150) day period specifically identifying which of such Accounts Receivable have not been collected and the outstanding balance(s) thereof, elect to require the Seller to repurchase such Accounts Receivable from the Buyer at the face value reflected in the Final Working Capital as determined pursuant to Section 3.4; provided, that such amount shall include any discounted amounts consented to by the Seller in writing. To the extent the Final Working Capital includes a reserve for Accounts Receivable, Seller shall only have an obligation to purchase such Accounts Receivable net of such reserve. Upon payment in full for any such uncollected Accounts Receivable, which payment shall be made by the Seller to the Buyer within three (3) business days of receipt by the Seller of the Buyer’s written notice of its election pursuant to the immediately preceding sentence, such uncollected Accounts Receivable shall be assigned back to the Seller pursuant to documentation to be mutually agreed upon by the Buyer and Seller, and the Seller shall be entitled to pursue collection of such Accounts Receivable for its own account subject to the limitations set forth herein. The Seller’s right to pursue collection of such uncollected Accounts Receivable shall be subject to the right of the Buyer to receive reasonable notice of, and participate in, any material conversations or other material communications by the Seller with the applicable account debtors regarding any alleged issues of Seller performance based upon which such account debtors are refusing to pay or demanding a discount. Seller shall not initiate or threaten a lawsuit or any legal proceeding against any such account debtor of such uncollected Accounts Receivable without the prior written consent of the Buyer. Buyer shall not unreasonably withhold such consent; however, the parties agree that to the extent Buyer can show a material risk of negative economic impact on Buyer’s relationship with the account debtor (assuming that such account debtor acts in material compliance with applicable Law in its relationship with the Buyer) as a result of initiating, threatening or prosecuting such a lawsuit or legal proceeding, such showing constitutes a reasonable withholding of consent. The Buyer’s right to require the Seller to repurchase the relevant Accounts Receivable included in the Specified Assets is the Buyer’s sole and exclusive remedy for breach of the Seller’s representations and warranties contained in Section 4.19. Any dispute under this Section 13.4 with respect to the Diablo Business for a period value of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Account Receivable with respect shall be submitted to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over Accounting Firm for resolution pursuant to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine3.4.5.

Accounts Receivable. At 3.1. On each Transition Date, TRS shall pay to the closingapplicable Tenant, Diablo shall appoint ATS its agent for by wire transfer of immediately available funds, the purpose value of collecting all outstanding accounts receivable and unbilled accounts receivable as of the applicable Transition Date that relate to goods and services provided to those residents who are, as of such Transition Date, still residents of the applicable Facilities being transferred (the “Transferred Accounts Receivable”). The Transferred Accounts Receivable relating to shall have such value as is shown on Tenant’s books and records kept in the Diablo Businessordinary course; provided, however, that notwithstanding the foregoing, non-governmental Transferred Accounts Receivable that are outstanding for more than sixty (60) days as of the applicable Transition Date shall be valued at $0.00, and governmental Transferred Accounts Receivable that are outstanding for more than ninety (90) days as of the applicable Transition Date shall be valued at $0.00. Diablo shall deliver to ATS on or as soon as practicable From and after the Closing Date a complete and detailed statement showing the nameapplicable Transition Date, amount and age Tenants shall not have any right or obligation to pursue collection of each any Transferred Accounts Receivable on behalf of TRS and Tenants shall not have any liability to pay to TRS any amounts that TRS is unable to collect or retain in respect of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Transferred Accounts Receivable, unless the customer contests except as provided in writing the validity of such applicationSection 5.5(a). During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting If at any time on or before after the fifteenth (15th) day following the end applicable Transition Date any funds are paid to Tenants in respect of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Transferred Accounts Receivable, the parties applicable Tenant shall negotiate a good faith value hold such funds in trust on behalf of TRS and shall remit any such funds to TRS within fifteen (15) days of such Tenant’s receipt of such funds together with a copy of the applicable remittance advice. 3.2. The Transferee Parties acknowledge and agree that Tenants shall retain all outstanding accounts receivable and unbilled accounts receivable as of the applicable Transition Date that relate to goods and services provided to individuals who were residents of the applicable Facilities prior to the applicable Transition Date but who, as of applicable Transition Date, are no longer residents at such Facilities (the “Retained Accounts Receivable”), and nothing herein shall be deemed to limit any Tenant’s rights and remedies to recover amounts owed to the Tenants in respect of the Retained Accounts Receivable. If at any time on or after the applicable Transition Date any funds are paid to the Transferee Parties in respect of the Retained Accounts Receivable, which ATS the applicable Transferee Party shall pay to Diablo if ATS, hold such funds in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any trust on behalf of the Accounts Receivable assigned applicable Tenant and shall promptly remit such funds to it for collection hereunder or to refer any the applicable Tenant within fifteen (15) days of such Accounts Receivable Transferee Party’s receipt of such funds together with a copy of the applicable remittance advice. Subject to applicable laws, TRS and Five Star shall, within five (5) business days of receiving a collection agency or to written request from any attorney for collectionTenant, and ATS shall not make any such referral or compromise, nor settle or adjust the amount furnish copies of any documentation reasonably requested by such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability Tenant relating to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to order facilitate such Tenant’s recovery of amounts owed in respect of the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, and the applicable Tenant shall reimburse TRS or Five Star, as Diablo applicable, for any reasonable out-of-pocket costs and expenses incurred by TRS or Five Star in its sole discretion may determineconnection with the foregoing.

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

Accounts Receivable. (a) At the closingClosing, Diablo Seller shall appoint ATS designate Buyer as its agent solely for the purpose purposes of collecting all the Accounts Receivable relating to existing as of the Diablo BusinessClosing Date. Diablo Seller shall deliver to ATS Buyer, on or as soon as practicable after prior to the Closing Date Date, a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo BusinessAccounts Receivable. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Buyer shall use its make reasonable business best efforts to collect the Accounts Receivable during the "Collection Period," which shall be the period beginning on the Closing Date and ending on the last day of the fourth calendar month following the Closing Date. All amounts received from accounts with respect to which Buyer continues to sell advertising time on the Station, or otherwise maintains a business relationship, on and after the Closing Date shall be applied first to the payment in full of any outstanding Account Receivable balance for such account, except that any such amounts collected by Buyer from an advertiser who is also indebted to Buyer may be applied to Buyer's account where (i) Seller received a written notice of dispute from such advertiser with respect to the Diablo Business for a period of one hundred eighty (180) days after account prior to the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period or Buyer receives a written notice of dispute from any customer with an account which is an Accounts Receivable such advertiser with respect to the Diablo Business shall first Account within three (3) days after payment is due by such advertiser for an account billed after the Closing, (ii) such dispute is a bona fide dispute between Seller and the advertiser, (iii) the advertiser specifies that the payment is to be applied in reduction to Buyer's account, and (iv) such specification by the advertiser was not made by the advertiser as a result of the Accounts Receivable, unless the customer contests in writing the validity actions of such applicationBuyer. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Buyer shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such the Accounts Receivable to a collection agency or to any an attorney for collection, and ATS . Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any no liability to Diablo Seller for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this SectionAccounts Receivable. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo Seller nor its agents shall make any direct solicitation of any of the Accounts Receivable for collection purposes, except for Accounts Receivable retained . (b) Buyer shall deposit on a monthly basis into an account identified by Diablo after Seller at the time of Closing the amounts collected during the Collection Period. The provisions of this Section shall not apply Period with respect to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided . On or before the Retained Accounts Receivable are set forth fifth day following the end of each calendar month in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Buyer shall furnish Seller with a list of the amounts collected during such calendar month with respect to the Accounts Receivable. Seller shall be entitled to inspect and/or audit the records maintained by Buyer pursuant to this Section 5.9 from time to time, as Diablo upon reasonable advance notice. On or before the fifth day following the end of each calendar month in its sole discretion the Collection Period, Buyer shall furnish Seller with a list of, and pay over to Seller, the amounts collected during such calendar month with respect to the Accounts Receivable. (c) Following the expiration of the Collection Period, Buyer shall have no further obligations under this Section 5.9, except that Buyer shall immediately pay over to Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Following the Collection Period, Seller may determinepursue collections of all Accounts Receivable.

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

Accounts Receivable. At (a) The Sellers hereby jointly and severally guarantee the closingcollection of 100% of the Company's accounts receivable, Diablo shall appoint ATS its agent for net of any reserves, included in the purpose calculation of collecting all Accounts Receivable relating to the Diablo BusinessTangible Net Worth of the Company (the "Closing Date Receivables"). Diablo shall deliver to ATS on or as soon as practicable after If any amount of the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject Receivables is not collected on or prior to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (18090) days after the Closing Date (the "Collection PeriodAR Deadline"), the Purchaser may thereafter, from time to time, give written notice thereof to the Sellers requesting reimbursement for some or all of the uncollected Closing Date Receivables and the Sellers shall, within ten (10) business days thereafter, reimburse the Purchaser for the amount thereof. The Closing Date Receivables shall be collected after the Closing Date in a commercially reasonable manner consistent with the manner in which the Company collects other accounts receivable arising after the Closing Date. The Sellers agree that, from and after the Closing Date, the Company shall have the right and authority to collect for its own account the Closing Date Receivables in accordance with the procedures and policies of the Purchaser applicable under the circumstances, but the Company shall have no obligation to resort to legal action or other third party collection methods. (b) Any payment amounts received by ATS from the account debtor of a Closing Date Receivable shall be applied to the oldest invoice, except insofar as a customer has indicated otherwise. (c) To the extent that any Closing Date Receivable remains outstanding upon expiration of the AR Deadline, the Company may, at the Purchaser's discretion, continue to attempt to collect such Closing Date Receivable, or may give written notice of the non-collectability of such Closing Date Receivable to the Sellers, and the Sellers shall have the opportunity, during the Collection Period from any customer ten-day period following the date of such written notice, to consult with an account which is an Accounts Receivable and advise the Purchaser and the Company with respect to the Diablo Business manner in which such Closing Date Receivable may be collected, it being understood by the parties hereto that the Purchaser and the Company shall first be applied have the sole right, but not the obligation, to implement any such collection methods and that the Sellers shall not contact any account debtors in reduction respect of such collection without the express written consent of the Accounts Receivable, unless Purchaser in each instance. (d) Upon the customer contests in writing the validity expiration of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diabloten-day period, the amounts collected with respect to Purchaser shall have the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATSright, in its sole discretion, chooses to retain either (A) exercise the Purchaser's rights under Section 5.3, including the Right of Set-Off, to the extent of the amount of such Accounts uncollected Closing Date Receivable. Diablo , or (B) to continue to pursue collection thereof; provided, however, that the Purchaser may at any time thereafter exercise its rights under Section 5.3, including its Right of Set-Off under Section 5.3(e). (e) Upon set-off by the Purchaser, Purchaser shall retain cause the Company to assign to the Sellers, as a group, such uncollected Closing Date Receivables, and the Sellers shall have the right to collect pursue the collection of such outstanding Closing Date Receivables for their own account; provided, that the Sellers shall confer with the Purchaser at least 10 days prior to taking legal action and, during such 10 day period or any of time thereafter, the Purchaser, in its Accounts sole discretion, may elect to cause the Company to take back any outstanding Closing Date Receivable as assigned to which the parties are unable Sellers pursuant to reach agreement as to a good faith valuethis subsection (e), and ATS agrees the Sellers shall assign such outstanding Closing Date Receivable to turn over the Purchaser. If the Purchaser elects to Diablo any payments received against cause the Sellers to take back any such Accounts uncollected Closing Date Receivable. ATS , the Purchaser shall not be obligated repay 100 percent of any amounts collected on account thereof pursuant to use any extraordinary Section 5.3. (f) The Sellers agree that in their efforts to collect any Closing Date Receivables, they shall use commercially reasonable efforts not to injure any customer relationships of the Accounts Receivable assigned to it for collection hereunder Company, the Purchaser or to refer AHI in collecting the Closing Date Receivables. (g) Notwithstanding any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions other provision of this Section 5.5, Purchaser shall not apply attempt to collect receivables from those certain Accounts Receivable set forth accounts listed on Schedule 5.5 hereto for at least 120 days following the invoice date before seeking payment in Section 2.4 respect of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the such Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineDate Receivables.

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

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Diablo shall appoint ATS entire amount of professional fees for its agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Business Manager may purchase, with recourse to Practice for the amount of the purchase (up to the Diablo Business. Diablo shall deliver amount of Adjusted Gross Revenue for such month), the accounts receivable of Practice arising during the previous month (the "Purchased Receivables") (i) in an amount equal to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing difference, if any, between (A) the name, amount and age of each Accounts Receivable sum of the Diablo Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Diablo Principal Services Revenue and Dispensary Business will be for an amount equal to the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable Adjusted Gross Revenue with respect to the Diablo Business for a period Purchased Receivables (according to GAAP on an accrual basis net of one hundred eighty (180) days after the Closing Date (the "Collection Period"Adjustments). Any payment received by ATS during Although it is the Collection Period from intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any customer reason, Practice is concurrently granting to Business Manager a security interest in the Purchased Receivables, and Practice shall cooperate with an account which is an Accounts Receivable Business Manager and shall execute all documents in connection with the pledge of the Purchased Receivables to Business Manager. All collections in respect to the Diablo Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect 35 of the Accounts ReceivablePurchased Receivables, unless the customer contests Practice shall direct such payments to Business Manager for deposit in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo bank accounts designated by Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineManager.

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

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

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

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

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

Accounts Receivable. At The Company Balance Sheet reflects the closingamount, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject to Company Balance Sheet Date and limited determined in conformity with GAAP and on a basis consistent with the past practices employed by the followingCompany, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts ReceivableCompany's and the Company Existing Practices current accounts receivable, unless the customer contests in writing the validity net of such application. During the Collection Period, ATS shall furnish Diablo with a list of, contractual adjustments arising out of third-party payor arrangements and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth allowances for bad debts (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Company Accounts Receivable"), provided . Schedule 5.9 reflects the Retained amount of Company Accounts Receivable are as of June 30, 1999. For all Company Accounts Receivable reflected on the Company Balance Sheet there is a corresponding accounts receivable owed to the Company. As of the Closing Date, (i) the Company knows of no reason that the Company Accounts Receivable shall not be owned solely by the Company or (ii) the Company has a security agreement with the Company Existing Practices pursuant to which the Company Existing Practices have granted a security interest to the Company in the Company Accounts Receivable in the amounts indicated in the Company Balance Sheet which represent amounts owed from the Company Existing Practices for services previously rendered. Except as set forth in a written notice delivered on Schedule 5.9, the Company Accounts Receivable (i) are valid, binding and legally enforceable obligations and are, subject to ATS the preceding sentence, owned by Diablo on or the Company (or, prior to the Closing Date, the Company Existing Practices) free and clear of all liens and encumbrances, (ii) will not, to the Company's knowledge, be subject to any offset, counterclaim or other adverse claim or defense, except for contractual adjustments arising out of third party payor arrangements, and (iii) may, to the extent permitted by law, be sold and transferred to the Parent. Diablo shall retain The Company Accounts Receivable arose in the sole ordinary course of business consistent with past practices. The Company maintains its accounting records in sufficient detail to substantiate the Company Accounts Receivable reflected on the Company Balance Sheet and exclusive has given and will give to Parent full and complete access to those records, including the right to collectmake copies therefrom. Since December 31, whether during 1998, the Company has not changed any principle or after practice with respect to the Collection Periodrecordation of accounts receivable, all Retained or any material collection, discount or write-off policy or procedure, and the Company has not sold or transferred any Company Accounts Receivable. To the Company's knowledge, as Diablo the Company is in its sole discretion may determinesubstantial compliance with the terms and conditions of such third-party payor arrangements.

Accounts Receivable. At (a) All accounts receivable (other than the closing, Diablo shall appoint ATS its agent for the purpose of collecting all Accounts Receivable relating Current Ledger) originating prior to the Diablo BusinessApportionment Date shall belong to Seller. Diablo Seller shall deliver have the right to ATS on or as soon as practicable after receive, collect, discharge and compromise all such accounts receivable. A list of all such accounts receivable (other than the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject Current Ledger) shall be presented to and limited be initialed by the followingPurchaser and Seller at Closing. Following Closing, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS Purchaser shall use its reasonable business good faith efforts toward the collection of such accounts receivable, but Purchaser shall have no responsibility or liability with regard to collect the Accounts Receivable such accounts receivable nor be expected to incur any cost with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period")such collections. Any payment received by ATS during the Collection Period With regard to any collection made from any customer with an account which person or entity who is an Accounts Receivable indebted to the Property both with respect to accounts receivable accruing prior to the Diablo Business Apportionment Date and to accounts receivable accruing subsequent to the Apportionment Date, if the periods to which such payments relate are not specifically identified, such collection shall first be applied first to the payment in reduction full of any amounts currently due to Seller on accounts accruing prior to the Accounts ReceivableApportionment Date and then to amounts due Purchaser on accounts accruing subsequent to the Apportionment Date. (b) Any indebtedness, unless accounts payable, liabilities or obligations of any kind or nature related to Seller or the customer contests in writing Property for the validity of such application. During periods prior to and including the Collection Period, ATS Apportionment Date shall furnish Diablo with a list ofbe retained and paid by Seller, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivablebecome liable therefor, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of extent Purchaser receives a credit therefor at Closing or otherwise assumes such liabilities pursuant to this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineAgreement.

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

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

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

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

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

Accounts Receivable. At (a) Hercules hereby irrevocably appoints Buyer as its attorney and agent commencing at the closing, Diablo shall appoint ATS its agent Closing for the purpose of collecting all outstanding Accounts Receivable relating transferred as part of the Purchased Assets, with full authority in Buyer to take any and all lawful steps reasonably necessary to accomplish said purpose; provided, however, that Buyer is not -------- ------- hereby authorized to bring any legal actions without Hercules' consent, which consent will not be unreasonably withheld or delayed; provided, further, that in -------- ------- the event that Hercules does not consent to a legal action with respect to an Account Receivable, Buyer may transfer such Account Receivable to Hercules at any time thereafter, notwithstanding any other provision of this Agreement. Hercules shall pay to Buyer by check within thirty (30) Business Days following such transfer an amount equal to the Diablo Business. Diablo shall deliver to ATS value of such uncollected Account Receivable as reflected in the Accounts Receivable portion of the Closing Date Peroxides Business Financial Statements, plus any interest accrued under the terms of any statute or relevant contract, but less all amounts collected by Buyer on or as soon as practicable such Account Receivable after the Closing Date a complete Date. Buyer shall protect, defend, indemnify and detailed statement showing the name, amount and age hold harmless Hercules from any unlawful collection activities taken by or on behalf of each Buyer. Hercules shall reasonably cooperate with Buyer in collecting said Accounts Receivable and shall perform all acts and execute all instruments reasonably necessary or proper in order to accomplish the purposes and objectives of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS this Section. (b) Buyer shall use its reasonable business efforts to collect following the Closing Date all uncollected Accounts Receivable with respect transferred to Buyer as part of the Diablo Business for a period of Purchased Assets. In the event that any such Accounts Receivable remain uncollected one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction expiration of the Accounts Receivable, unless the customer contests in writing the validity of normal historic collection period set forth on Schedule 8.2 for such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Account Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine ------------ if the same, in their reasonable business judgment, are deemed Peroxides Business has a collection history with the other parties to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, or for Accounts Receivable of a similar nature if the Peroxides Business does not have a collection history with the other parties shall negotiate a good faith value of to such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of Buyer may transfer such Accounts Receivable to a collection agency or Hercules at any time thereafter. Hercules shall pay to any attorney for collection, and ATS shall not make any Buyer by check within thirty (30) Business Days following such referral or compromise, nor settle or adjust transfer an amount equal to the amount value of any such uncollected Accounts Receivable as reflected in the Accounts Receivables portion of the Closing Date Peroxides Business Financial Statements less all amounts collected by Buyer on such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and Receivable after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determine.

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

Accounts Receivable. At a. As soon as reasonably practicable following the closingClosing, Diablo and in any event within 30 days thereafter, SpinCo shall appoint ATS its agent for the purpose prepare with DG’s assistance an accounting in reasonable detail of collecting all Accounts Receivable accounts receivables, unbilled accounts receivable and Tax receivables relating to the Diablo Business. Diablo shall deliver periods prior to ATS on or as soon as practicable after the Closing Date (such accounts receivables and Tax receivables, the “Pre-Closing Receivables”). b. Following the Closing and for a complete and detailed statement showing period of 180 days thereafter (the name“Receivables Collections Period”), amount and age all Pre-Closing Receivables shall be collected by DG on behalf of each Accounts Receivable SpinCo. Following the expiration of the Diablo BusinessReceivables Collections Period, DG and SpinCo may mutually agree to extend the Receivables Collections Period in sixty (60) day increments (the “Extension Periods”). Subject to and limited by the followingDuring any Extension Periods, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS DG shall use its make commercially reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Pre-Closing Date (the "Collection Period")Receivables. Any payment received by ATS Every two weeks during the Collection Receivable Collections Period from and any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list ofsubsequent Extension Periods, and pay over to Diablo, on the amounts collected with respect to the Accounts Receivable with respect to the Diablo fifth (5th) Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day Day following the end of the Receivable Collections Period and any subsequent Extension Periods, DG shall deliver to SpinCo by wire transfer any Pre-Closing Receivables that have been collected by DG. At the end of the Receivables Collection Period. Upon the request of either party at Period and after such timeany subsequent Extension Periods, the parties DG shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain transfer the right to collect Pre-Closing Receivables to SpinCo and shall make available to SpinCo all records relating thereto. If at any of its Accounts Receivable as to which time following the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any expiration of the Accounts Receivable assigned Receivables Collections Period and any subsequent Extension Periods an amount is remitted to it the DG as payment for collection hereunder or any Pre-Closing Receivables, DG shall deliver such amount to refer any SpinCo by wire transfer within five (5) Business Days of the end of the month during which such Accounts Receivable amount is received. c. Each of SpinCo and DG shall cooperate and provide access to such data and other financial information as is reasonably required to prepare their respective financial statements in a collection agency or to any attorney timely manner for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except filings with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During U.S. Securities and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determineExchange Commission.

Accounts Receivable. At Broker acknowledges that all accounts receivable arising prior to the closingCommencement Date in connection with the operation of the Stations, Diablo including but not limited to accounts receivable for advertising revenues for programs and announcements performed prior to the Commencement Date and other broadcast revenues for services performed prior to the Commencement Date, shall appoint ATS its agent remain the property of Licensee (the "Licensee Accounts Receivable") and that Broker shall not acquire any beneficial right or interest therein or responsibility therefor. During the term of this Agreement, Broker agrees to use such efforts as it ordinarily uses for the purpose collection of collecting all its own accounts receivable to assist Licensee in collection of the Licensee Accounts Receivable relating in the normal and ordinary course of business and will apply all such amounts collected to the Diablo Business. Diablo shall deliver debtor's oldest account receivable first, except that any such accounts collected by Broker from persons who are also indebted to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Diablo Business. Subject Broker may be applied to and limited Broker's account if so directed by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the debtor or under circumstances in which there is a bona fide dispute between Licensee and such account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable debtor with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period")such account provided that such disputed accounts are reassigned to Licensee. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect Broker's obligation and authority shall not extend to the Diablo Business shall first be applied in reduction institution of the Accounts Receivablelitigation, unless the customer contests in writing the validity employment of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt counsel or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or any other extraordinary means of collection. Broker agrees to reasonably cooperate with Licensee, at Licensee' expense, as to any attorney for collection, and ATS shall not make litigation or other collection efforts instituted by Licensee to collect any such referral or compromise, nor settle or adjust the amount of any such delinquent Licensee Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contraryterm of this Agreement, neither Diablo Licensee nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due except with respect to any accounts that may be reassigned to Licensee. Any amounts relating to the Licensee Accounts Receivable for collection purposesthat are paid directly to the Licensee shall be retained by the Licensee, except for but Licensee shall provide Broker with prompt notice of any such payment. Every thirty (30) days during the term of this Agreement, Licensee shall make a payment to Licensee equal to the amount of all collections of Licensee Accounts Receivable retained by Diablo after during such thirty (30) day period, provided that Broker shall deduct from such amounts and shall be responsible for paying commissions due on the Collection Periodcollected Licensee Accounts Receivable in accordance with ATTACHMENT H hereto. The provisions At the end of the term of this Section shall not apply to those certain Agreement, any remaining Licensee Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or shall be returned to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney Licensee for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinecollection.

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

Accounts Receivable. At (a) If requested by Lender, Borrower shall advise Lender promptly of any Inventory returned by or repossessed from any Account Debtor, or otherwise recovered, shall receive such Inventory in trust and, unless instructed to deliver such Inventory to Lender, shall resell it for Lender. If requested by Lender, Borrower shall notify Lender immediately of all disputes and claims by any Account Debtor and settle or adjust them at no expense to Lender. If Lender directs after the closingoccurrence and during the continuance of an Event of Default or a Default, Diablo no discount or credit allowance shall appoint ATS be granted thereafter by Borrower to any Account Debtor. All Account Debtor payments and all net amounts received by Lender in settlement, adjustment or liquidation of any Account Receivable may be applied by Lender to the Liabilities or credited to Borrower's Demand Deposit Account (subject to collection) with Lender, as Lender may deem appropriate, in either case in accordance with Section 2.9. If requested by Lender, Borrower will make proper entries in its agent for books and records disclosing the purpose assignment of collecting all Accounts Receivable relating to Lender. (b) Borrower warrants that: (i) to the Diablo Business. Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age best of each Accounts Receivable Borrower's knowledge all of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating are and will continue to be bona fide existing obligations created by the sale of goods, the rendering of services, or the furnishing of other good and sufficient consideration to Account Debtors in the regular course of business and (ii) to the Diablo Business best of Borrower's knowledge all shipping or delivery receipts and other documents furnished or to be furnished to Lender in connection therewith are and will be for genuine. (c) Lender is hereby authorized and empowered (which authorization and power, being coupled with an interest, shall be irrevocable until the account later to occur of Diablo. ATS shall use termination of this Agreement and the final payment and performance in full of all of the Liabilities) at any time in its reasonable business efforts sole and absolute discretion: (1) To request, in Borrower's name or, after the occurrence and during the continuance of an Event of Default or a Default, in Lender's name or the name of a third party, confirmation from any Account Debtor or party obligated under or with respect to collect any Collateral of the amount shown by the Accounts Receivable or other Collateral to be payable, or any other matter stated therein; (2) To endorse in Borrower's name and to collect any chattel paper, checks, notes, drafts, instruments or other items of payment tendered to or received by Lender in payment of any Account Receivable or other obligation owing to Borrower; (3) To notify, in Borrower's name or, after the occurrence and during the continuance of an Event of Default or a Default, in Lender's name, and/or to require Borrower to notify, any Account Debtor or other Person obligated under or in respect of any Collateral, of the fact of Lender's Lien thereon and of the collateral assignment thereof to Lender; (4) To direct, in Borrower's name or, after the occurrence and during the continuance of an Event of Default or a Default, in Lender's name, and/or to require Borrower to direct, any Account Debtor or other Person obligated under or in respect of any Collateral to make payment directly to Lender of any amounts due or to become due thereunder or with respect thereto; and (5) After the 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 initial period) any and all sums which are now or may hereafter become due or owing upon or with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Diablo Business shall first be applied in reduction of the Accounts ReceivableCollateral, unless or enforce, by suit or otherwise, payment or performance of any of the customer contests Collateral either in writing Lender's own name or in the validity name of such applicationBorrower. During Under no circumstances shall Lender be under any duty to act in regard to any of the Collection Periodforegoing matters. The costs relating to any of the foregoing matters, ATS including Attorneys' Fees and reasonable out-of-pocket expenses, and the cost of any Assignee Deposit Account or other bank account or accounts which may be required hereunder, shall furnish Diablo with be borne solely by Borrower whether the same are incurred by Lender or Borrower, and Lender may advance same to Borrower as a list Revolving Loan. (d) Unless otherwise consented to by Lender, Borrower will, forthwith upon receipt by Borrower of all checks, drafts, cash and other remittances in payment or as proceeds of, and pay over to Diabloor on account of, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable or other Collateral, deposit the same in a special bank account (the "Assignee Deposit Account") with Lender or such other bank or financial institution as Lender shall consent, over which Lender alone has power of withdrawal, and will, to the extent required by Lender, designate with each such deposit the particular Account Receivable or other item of Collateral upon which the remittance was made. Borrower acknowledges that the maintenance of the Assignee Deposit Account is solely for the convenience of Lender 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. 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 with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for Lender until deposit thereof is made in the Assignee Deposit Account. Upon the full and final liquidation of all Liabilities, Lender will pay over to Borrower any excess amounts received by Lender as payment or proceeds of Collateral, whether received by Lender as a deposit in the Assignee Deposit Account or received by Lender as a direct payment on any of the sums due hereunder. (e) Borrower appoints Lender, or any Person whom Lender may from time to time designate, as Borrower's attorney and agent-in- fact with power: (i) after the occurrence and during the continuance of an Event of Default, to notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; (ii) after the event described in the foregoing clause (i), to receive, open and dispose of all mail addressed to Borrower; (iii) to send, in Borrower's name or, after the occurrence and during the continuance of an Event of Default or a Default, in Lender's name or the name of a third party, requests for verification of Accounts Receivable or other Collateral to Account Debtors; (iv) to open an escrow account or Assignee Deposit Account under Lender'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 Lender is permitted to do under this Agreement or any Related Agreement or which are reasonably necessary to carry out this Agreement and the Related Agreements. Neither Lender 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 same shall have resulted from gross negligence or willful misconduct. The foregoing appointment and power, being coupled with an interest, shall be irrevocable until all Liabilities under this Agreement are finally paid and performed in full and this Agreement is terminated. Borrower expressly waives presentment, demand, notice of dishonor and protest of all instruments and any other notice to which it might otherwise be entitled. (f) If any Account Receivable, Contract Right or General Intangible arises out of a contract with the United States or any department, agency, or instrumentality thereof, Borrower will, unless Lender shall otherwise agree, immediately notify Lender in writing and execute any instruments and take any steps required by Lender in order that all monies due and to become due under such contract shall be assigned to it for collection hereunder Lender and notice thereof given to the government under the Federal Assignment of Claims Act of 1940, as amended, or to refer other applicable laws or regulations; provided, however, that unless Lender otherwise requests, until an Event of Default or a Default shall have occurred and be continuing, Borrower need not take any of such Accounts Receivable to a collection agency or the steps contemplated in this paragraph with respect to any attorney contract with a value of less than $10,000. (g) If any Account Receivable or Contract Right is evidenced by chattel paper or promissory notes, trade acceptances, or other instruments for collectionthe payment of money, and ATS Borrower will, unless Lender shall not make any such referral or compromiseotherwise agree, nor settle or adjust deliver the amount originals of any such Accounts Receivablesame to Lender, except with the approval of Diablo. ATS shall not incur any liability appropriately endorsed to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection PeriodLender's order and, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation regardless of the Accounts Receivable for collection purposesform of such endorsement, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions Borrower hereby expressly waives presentment, demand, notice of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 dishonor, protest and notice of the Diablo Disclosure Schedule or to any protest and all other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinenotices with respect thereto.

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

Accounts Receivable. (a) Each Grantor hereby covenants and agrees that it shall keep and maintain at its own cost and expense records of its Accounts Receivable, and its material dealings therewith, in each case consistent with such Grantor's ordinary course of business and complete and accurate in all material respects. At any time following the closingoccurrence and during the continuance of an Event of Default, Diablo upon the Collateral Agent's request and at the expense of the relevant Grantor, such Grantor shall appoint ATS its agent for promptly (i) cause independent public accountants or others reasonably satisfactory to the purpose Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable, (ii) deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts Receivable, including all original orders, invoices and shipping receipts and (iii) furnish to the Collateral Agent the contact information and other information regarding any Account Debtor under any Accounts Receivable. (b) The Collateral Agent shall have the right at any time following the occurrence and during the continuance of collecting all an Event of Default to notify (with a copy to the relevant Grantor), or require any Grantor to notify, any Account Debtor of the Collateral Agent's Security Interest in the Accounts Receivable relating and any Supporting Obligation and the Collateral Agent may in such circumstances: (i) direct the Account Debtors under any Accounts Receivable to make payment of all amounts due or to become due to any Grantor thereunder directly to the Diablo Business. Diablo shall deliver Collateral Agent, (ii) notify, or require a Grantor to ATS notify, each person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts Receivable have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or as soon as practicable after deposited in such lockbox or other arrangement directly to the Closing Date a complete and detailed statement showing Collateral Agent, (iii) communicate with obligors under the nameAccounts Receivable to verify with them to the Collateral Agent's satisfaction the existence, amount and age terms of each any Accounts Receivable and (iv) enforce, at the expense of the Diablo Business. Subject to and limited by the followingany Grantor, revenues relating to the collection of any such Accounts Receivable relating and to adjust, settle or compromise the Diablo Business will be for amount or payment thereof. If the account of Diablo. ATS shall use its reasonable business efforts Collateral Agent notifies a Grantor that it has elected to collect the Accounts Receivable in accordance with respect the preceding sentence, any payments of Accounts Receivable received by such Grantor shall be deposited promptly (and in any event within two Business Days after the Collateral Agent notifies the Grantor of the account details of the Cash Collateral Account and accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit) by such Grantor in the exact form received, duly indorsed by such Grantor to the Diablo Business for Collateral Agent or in blank, if required, in a period Cash Collateral Account maintained under the sole dominion and control of one hundred eighty the Collateral Agent and until so turned over, all amounts and Proceeds (180including cash, checks, non-cash items and other instruments) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with such Grantor in respect to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless any Supporting Obligation or Collateral Support shall be received in trust for the customer contests in writing benefit of the validity Collateral Agent hereunder and shall be segregated from other funds of such applicationGrantor and the Grantor shall not adjust, settle or compromise the amount or payment of any Accounts Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of the Collateral Agent. During All amounts and Proceeds while held by the Collection PeriodCollateral Agent (or by a Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 7.3 hereof. (c) With respect to any Accounts Receivable in excess of $250,000 individually or $500,000 in the aggregate that is evidenced by, ATS or constitutes, Chattel Paper, each Grantor shall furnish Diablo with a list of, and pay over cause each originally executed copy thereof to Diablo, be delivered to the amounts collected Collateral Agent (or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in blank: (i) with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of Receivable in existence on the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectiondate hereof, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole date hereof and exclusive right (ii) with respect to collect, whether during or after the Collection Period, all Retained any such Accounts ReceivableReceivable hereafter arising, as Diablo soon as practicable, and in its sole discretion may determineany event within ten days of such Grantor acquiring rights therein. With respect to any Accounts Receivable in excess of $250,000 individually or $500,000 in the aggregate that constitutes Electronic Chattel Paper, each Grantor shall take all steps necessary to give the Collateral Agent "control" (as defined in Section 9-105 of the UCC) over such Accounts Receivable (x) with respect to any such Accounts Receivable in existence on the date hereof, on or prior to the date hereof and (y) with respect to any such Accounts Receivable hereafter arising, within ten days of such Grantor acquiring rights therein. Any Accounts Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this Section 4.6 shall be delivered or subjected to such control upon the request of the Collateral Agent following the occurrence and continuance of an Event of Default.

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

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

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

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

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

Accounts Receivable. At the closing(i) Seller shall retain its right, Diablo shall appoint ATS its agent for the purpose title and interest in and to all accounts receivable (and any refunds of collecting all Accounts Receivable relating to the Diablo Business. Diablo shall deliver to ATS previous overpayments on payables), whether rental payments or as soon as practicable after the Closing Date a complete and detailed statement showing the nametrade accounts or otherwise, amount and age of each Accounts Receivable of the Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Diablo Business will be for the account of Diablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Diablo Business for a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect Facilities that relate to the Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or period prior to the Closing Date. Diablo At least three (3) Business Days prior to Closing, Seller shall retain provide Purchaser with a schedule setting forth any delinquent rental and other outstanding accounts receivable, said schedule being certified by Seller as complete and correct in all material respects to the sole best of Seller’s knowledge. (ii) Payments received by Purchaser or Seller after the Closing Date from third party payors and exclusive 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, at Purchaser’s election, to amounts due under any accounts payable with respect to any Assigned Contracts which are the responsibility of Seller and then any excess shall be retained by or remitted to Seller. (B) If such payments relate to the period after the Closing Date, such payments shall be retained by or remitted to Purchaser. (C) If such payments relate to periods for which both parties are entitled to reimbursement under the terms hereof, the portion thereof which relates to the period after the Closing Date shall be retained by or remitted to Purchaser. The other portion shall be first payable, at Purchaser’s election, to amounts due under any accounts payable with respect to any Assigned Contracts which are the responsibility of Seller and then any excess shall be retained by or remitted to Seller. (D) If the period to which such payment relates is not determinable, such payment shall first be applied to current rent and thereafter shall be applied in similar fashion to Section 9.1(a)(ii)(C) as to amounts owed to either Purchaser or Seller. (E) All amounts owing under this Section 9.1(a) shall be remitted, if necessary, to the proper party within ten (10) days after the end of each month in which the 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 remit the same to the other within ten (10) Business Days after said determination is made. (iv) For the twelve (12) month period following the Closing Date or until Seller receives payment of all rental and other accounts receivable 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, provide to Seller an accounting setting forth all amounts received by Purchaser during the preceding month with respect to the rentals and other accounts receivable of Seller that are set forth in the schedule provided by Seller pursuant to Section 9.1(a)(i). Purchaser shall deliver such accounting to the address for notices for Seller set forth below. Upon reasonable prior written notice, and not more frequently than once every ninety (90) days, Seller shall have the right to collect, whether inspect all receipts of Purchaser during or after weekday business hours in order to confirm Purchaser’s compliance with the Collection Period, all Retained Accounts Receivable, as Diablo obligations imposed on it under this Section 9.1(a). (v) Nothing herein shall be deemed to limit in its sole discretion may determineany way Seller’s rights and remedies to recover delinquent rental and other accounts receivable due and owing Seller under the terms of this Agreement.

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

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

Accounts Receivable. At The accounts receivable shown on the closingBalance Sheet arose in the ordinary course of business, Diablo shall appoint ATS its agent consistent with past practices, represented bona fide claims against debtors for the purpose of collecting all Accounts Receivable relating sales and other charges, and have been collected or, to the Diablo BusinessCompany’s Knowledge, are collectible in full within ninety (90) days in the recorded amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet. Diablo shall deliver Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to ATS provide for any losses which may be sustained on or as soon as practicable collection of the receivables. The accounts receivable of the Company arising after the Balance Sheet Date and before the Closing Date a complete arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namerecorded amounts thereof, amount less allowances for doubtful accounts and age of each Accounts Receivable warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on collection of the Diablo Businessreceivables. Subject None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff, or counter claim, and limited the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No amount of accounts receivable is contingent upon the performance by the followingCompany of any obligation or Contract other than normal warranty repair and replacement. The Company does not have any obligation pursuant to any Legal Requirement of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, revenues relating return, refund or forfeit any receivables previously collected. None of the obligors of the accounts receivable have given written notice to the Accounts Receivable relating Company that they refuse to pay the full amount thereof, and none of the obligors of such accounts receivable are an Affiliate of the Company. Schedule 2.26 to the Diablo Business will be Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case, as of the account of DiabloAgreement Date. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect Schedule 2.26 to the Diablo Business for a period Disclosure Letter sets forth such amounts of one hundred eighty (180) days after the Closing Date (Receivables that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the "Collection Period")last year, including the type and amounts of such claims. Any payment received by ATS during Such Receivables are collectible in the Collection Period from any customer with an account which is an Accounts Receivable with respect amounts shown on Schedule 2.26 to the Diablo Business shall first be applied in reduction of the Accounts ReceivableDisclosure Letter, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Diablo with a list of, and pay over to Diablo, the amounts collected with respect to the Accounts Receivable with respect to the Diablo Business on a monthly basis and forward to Diablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount net of any such Accounts Receivable, except with the approval of Diablo. ATS shall not incur any liability to Diablo allowances for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Diablo Disclosure Schedule or to any other Accounts Receivable which Diablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Diablo on or prior to the Closing Date. Diablo shall retain the sole and exclusive right to collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Diablo in its sole discretion may determinedoubtful accounts reflected therein.