Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian Diablo shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Diablo Business. Meridian 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 Meridian Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Diablo Business will be for the account of MeridianDiablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Diablo Business for a period of ninety one hundred eighty (90180) 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 Meridian 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 Meridian Diablo with a list of, and pay over to MeridianDiablo, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Diablo Business on a bi-weekly monthly basis and forward to MeridianDiablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 Meridian 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 MeridianDiablo. ATS shall not incur any liability to Meridian 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 Meridian Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Diablo Disclosure Schedule or to any other Accounts Receivable which MeridianDiablo, 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 Meridian Diablo on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian Diablo shall retain the sole and exclusive right to collect same collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Meridian 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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for amount or payment thereof. If the account of Meridian. 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 Meridian Business for a period of ninety preceding sentence, all amounts and Proceeds (90including 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 Meridian 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 Meridian 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 Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Datedate hereof and (ii) with respect to any such Accounts Receivable hereafter arising, as soon as practicable, and in any event within ten days of such Grantor acquiring rights therein. As 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 Retained steps necessary to give the Collateral Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts ReceivableReceivable (x) with respect to any such Accounts Receivable in existence on the date hereof, Meridian 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 retain be delivered or subjected to such control upon the sole request of the Collateral Agent following the occurrence and exclusive right to collect same as Meridian in its sole discretion may determinecontinuance of an Event of Default.

Accounts Receivable. At the closing, Meridian Seller and its Subsidiaries shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian BusinessSeller Business (the "Seller Accounts Receivable"). Meridian 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 Meridian BusinessReceivable. Subject to and limited by the following, revenues relating to the Seller Accounts Receivable relating to the Meridian Business will be for the account of MeridianSeller 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 Meridian Business for a period of ninety one hundred twenty (90120) 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 Meridian 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 Meridian Seller with a list of, and pay over to MeridianSeller, the amounts collected with respect to the Seller Accounts Receivable with respect to the Meridian Business on a bi-weekly monthly basis and forward to MeridianSeller, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to the Seller Accounts Receivable. ATS shall provide Meridian 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 Meridian Seller if ATS, in its sole discretion, chooses to retain such Seller Accounts Receivable. Meridian 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 Meridian 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 MeridianSeller. ATS shall not incur any liability to Meridian 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian 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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for amount or payment thereof. If the account of Meridian. 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 Meridian Business for a period of ninety preceding sentence, all amounts and Proceeds (90including 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 Meridian 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 Meridian with a list of, and pay over cause each originally executed copy thereof to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Datedate hereof and (ii) with respect to any such Accounts Receivable hereafter arising, as soon as practicable, and in any event within ten days of such Grantor acquiring rights therein. As 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 Retained steps necessary to give the Administrative Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts ReceivableReceivable (x) with respect to any such Accounts Receivable in existence on the date hereof, Meridian 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 retain be delivered or subjected to such control upon the sole request of the Administrative Agent following the occurrence and exclusive right to collect same as Meridian in its sole discretion may determinecontinuance of an Event of Default.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Dispensary Business will be for an amount equal to the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Adjusted Gross Revenue with respect to the Meridian Business for a period Purchased Receivables (according to GAAP on an accrual basis net of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian bank accounts designated by Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 all accounts receivable obtained subsequent to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or Agreement and an updated aging within 5 days prior to the Closing Date. As All of the Accounts Receivable shall be owned by BUYER, free and clear of all liens, subsequent to the execution of this Agreement Also attached hereto and made a part hereof as Schedule 4.1(p-2) is a complete listing of all Retained accounts payable and/or notes payable by Company. ("Accounts ReceivablePayable"). The Accounts Payable list contains a complete description of debts validly owed by the Company. ANY ACCOUNTS PAYABLE AND/OR NOTES PAYABLE, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineEXCEPT THOSE WHICH HAVE BEEN INCURRED OR WILL BE INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE APRIL 30, 1999, WHICH 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 Except as provided in Exhibit 2.15 hereto, the closingaccounts receivable of Seller as of the date hereof are, Meridian 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 Meridian Businessordinary course of business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, satisfied and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian shall appoint ATS its Buyer acknowledges that all accounts receivable ------------------- agent for the purpose of collecting all Accounts Receivable relating arising prior to the Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for Closing Date, shall remain the account property of MeridianSeller (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 Meridian Business for For a period of ninety one hundred eighty (90180) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule litigation, employment of counsel or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for any other extraordinary means of collection. After the Collection Period, Buyer agrees to reasonably cooperate with Seller, at Seller's expense (including reimbursement of actual expenses reasonably incurred by Buyer in connection with such cooperation), as to any litigation or other collection (collectively, the "Retained efforts instituted by Seller to collect any delinquent Seller Accounts Receivable"), provided . Any amounts relating to the Retained Seller Accounts Receivable that are set forth in a written notice delivered to ATS by Meridian on or prior paid directly to the Closing DateSeller shall be retained by the Seller, but Seller shall provide Buyer with notice of any such payment. As 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 Retained collections of Seller Accounts ReceivableReceivable during the preceding month, Meridian 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 retain make a payment to Seller equal to the sole and exclusive right amount of all collections of Seller Accounts Receivable during Collection Period not previously paid to collect same as Meridian in its sole discretion may determineSeller. At the end of the Collection Period, any remaining Seller Accounts Receivable shall be returned to Seller for collection.

Accounts Receivable. At the closing, Meridian 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 Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the lockbox account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list ofan express trust for Bank's benefit, and pay over Borrower will immediately deliver to MeridianBank the identical checks, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridianmoneys 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 Meridian 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 Meridian 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. Meridian 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole Bank and exclusive right to collect same as Meridian in its sole discretion may determinePermitted Encumbrances.

Accounts Receivable. At the closing, Meridian DBC shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian DBC Business. Meridian 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 Meridian DBC Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian DBC Business will be for the account of MeridianDBC. 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 Meridian DBC Business for a period of ninety (90) 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 Meridian 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 Meridian DBC with a list of, and pay over to MeridianDBC, the amounts collected with respect to the Accounts Receivable with respect to the Meridian DBC Business on a bi-weekly monthly basis and forward to MeridianDBC, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian DBC if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 Meridian 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 MeridianDBC. ATS shall not incur any liability to Meridian 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 Meridian DBC nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Dispensary Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian 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 ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At 10.12.1 Both parties acknowledge that all accounts receivable of the closing, Meridian 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 Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety within twenty (9020) 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 Meridian 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 along with backup documentation by the 15th day of the following month. Each party will supply the other party with a Closing Accounts Receivable aging report for such other party's Closing Accounts Receivable on a monthly basis to 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 authorized to institute any litigation or employ counsel or to utilize any means of collection outside of the ordinary course of business with respect to any of the other party's Closing Accounts Receivable, respectively, unless the customer contests authorized in writing by the validity 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 will make reasonable efforts to handle ongoing customers in a manner that helps to insure the continuity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 customer's 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian Seller shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Seller Business. Meridian 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 Meridian Seller Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Seller Business will be for the account of MeridianSeller. 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 Meridian Seller Business for a period of ninety (90) 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 Meridian 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 Meridian Seller with a list of, and pay over to MeridianSeller, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Seller Business on a bi-weekly monthly basis and forward to MeridianSeller, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian Seller if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 Meridian 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 MeridianSeller. ATS shall not incur any liability to Meridian 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 Meridian Seller nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Non-Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian 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 ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian bank accounts designated by Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At (a) On or before the closingClosing Date, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian Seller Representative shall deliver to ATS on Buyers a list of all Closing Accounts Receivable showing, in each case, the name of the customer or as soon as practicable after other third party owing each Closing Account Receivable, the Closing Date a complete date and detailed statement showing the name, amount and age number of each Accounts Receivable of outstanding invoice and the Meridian Business. Subject to and limited amount owed by such customer or other third party on each such invoice. (b) During the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a 120-day period of ninety (90) days after immediately following the Closing Date (the "“Collection Period"”), Buyers and the Companies shall use their best efforts to collect the Closing Accounts Receivable on a basis consistent with the Companies’ collection processes prior to the Closing Date. Any payment Without the agreement of the Seller Representative, neither Buyers nor the Companies shall settle any Closing Account Receivable for less than its face value. During the Collection Period, the Seller Representative shall also have the right to seek to have the account debtors satisfy such Closing Accounts Receivable. (c) On the 125th day after the Closing Date, Buyers shall prepare and deliver to the Seller Representative a list showing the total amount of each Closing Account Receivable which was collected by Buyers and the Companies (including, in the case of any item returned to a Company in respect of a Closing Account Receivable, the value of such item as determined in accordance with GAAP) as of the close of business on the 120th day following the Closing Date including any returns and the value ascribed thereto (the “Collected Accounts Receivable”), and an amount equal to the excess of Closing Accounts Receivable over the amount of Collected Accounts Receivable (but not greater than the A/R Amount) shall be released from the Escrow Account to the Buyers, and the balance, if any, of the A/R Amount shall be released to the Sellers. (d) All amounts received by ATS Buyers and the Companies during the Collection Period from any customer with an account which is an Accounts Receivable debtor with respect to the Meridian Business one or more Closing Accounts Receivable and one or more Post-Closing Accounts Receivable shall first be applied in reduction first to the oldest outstanding Closing Accounts Receivable for such account debtor; provided that if the account debtor has asserted a colorable defense against payment of a Closing Account Receivable as to which payment would otherwise be applied hereunder, Buyers and the Seller Representative may jointly agree to apply such payment to a different Closing Accounts Receivable, unless the customer contests in writing the validity Receivable of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth account debtor. (15the) day following At the end of the Collection Period. Upon , with respect to all Closing Accounts Receivable that have not been collected in their entirety, Buyers and the request Companies shall immediately reassign to the Seller Representative, for the account of either party at and after such timethe Sellers, the parties shall meet to mutually entire right, title and interest of each Company 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 remaining Closing Accounts Receivable. As The Seller Representative shall thereupon be entitled to each collect such Closing Accounts Receivable, Receivable (or to settle or negotiate the parties shall negotiate a good faith value amounts and terms of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Closing Accounts Receivable as he deems appropriate) and neither Buyers nor the Companies shall have any further responsibility with respect thereto or be entitled to which receive any portion of any amounts collected by the parties are unable Seller Representative thereon, it being understood that Buyers and the Companies shall promptly remit to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian the Seller Representative any payments amounts thereafter 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 from an account debtor in respect of any such reassigned Closing Account Receivable. Any returned inventory received from account debtors in respect of Closing Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to 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 Receivable after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation end of the Collection Period shall first be credited towards all Post Closing Accounts Receivable for collection purposessuch account debtor (determined on a SKU-by-SKU basis), except for and thereafter towards Closing Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinesuch account debtor.

Accounts Receivable. At a) From the closingdate of the CLOSING until a date 180 days after the CLOSING DATE (the "COLLECTION PERIOD"), Meridian the PURCHASERS shall appoint ATS its ------------------- agent scrupulously and consistent with customary collection practices for the purpose BUSINESS, attempt to collect all ACCOUNTS RECEIVABLE. The SELLERS shall when needed cooperate and consult with the PURCHASERS in such collection measures. It is expressly agreed that the PURCHASERS shall not be required to use any method of collecting collection different from that customarily used by the BUSINESS in the collection of accounts. It is further agreed that the PURCHASERS shall have no obligation to institute legal proceedings to collect all Accounts Receivable relating or any portion of the ACCOUNTS RECEIVABLE. b) During the COLLECTION PERIOD, the PURCHASERS shall not have the right to settle, release or otherwise compromise any ACCOUNTS RECEIVABLE without the prior written consent of the SELLERS, which consent shall not be unreasonably withheld, unless such settlement, release or compromise results in the immediate payment to the Meridian Business. Meridian PURCHASERS in full of the amount outstanding on such ACCOUNT RECEIVABLE. c) During the COLLECTION PERIOD, the PURCHASERS shall deliver provide the SELLERS upon reasonable request of the SELLERS with a status report as to ATS the collection of the ACCOUNTS RECEIVABLE, which report shall include reasonable details regarding the collection efforts by the PURCHASERS and the debtor's response. d) To the extent any debtor on or as soon as practicable any of the ACCOUNTS RECEIVABLE is also a debtor to the PURCHASERS for debts incurred after the Closing Date CLOSING DATE, a complete and detailed statement showing the name, amount and age of each Accounts Receivable remittance by such debtor shall be deemed to be on account of the Meridian Businessearliest unpaid invoice for such debtor. Subject Notwithstanding the foregoing, if any such debtor disputes a specific ACCOUNT RECEIVABLE attributable to such debtor (based on a claim of product defect, non-delivery, double payment or other legitimate reason for nonpayment) and limited requests that the remittance be credited against one or more debts incurred by such debtor after the CLOSING DATE, the remittance shall be credited in accordance with the debtor's instructions. e) Upon the expiration of the COLLECTION PERIOD, Neste Oy shall purchase from the PURCHASERS, for full face amount together with interest thereon accrued thereon at the INTEREST RATE, all of the ACCOUNTS RECEIVABLE which the PURCHASERS have not been able to collect in full in accordance with the provisions of this Article 11.2, as shown on a statement issued by the following, revenues relating PURCHASERS and including the details referred to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable in paragraph c) above with respect to the Meridian Business for a period of ninety date when the COLLECTION PERIOD expires. Such payment shall be made to an account specified by the PURCHASERS within ten (9010) days after the Closing Date (expiration of the "Collection Period"). Any COLLECTION PERIOD. f) Upon payment received by ATS during of the Collection Period from any customer with an account which is an Accounts Receivable with respect purchase price referred to in paragraph e) above, the PURCHASERS shall assign the ACCOUNTS RECEIVABLE to be purchased under such paragraph e) to the 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSELLERS.

Accounts Receivable. At (a) Promptly after the closing, Meridian 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 Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the followingas Sellers' agent, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian 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 Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Collected Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine7.

Accounts Receivable. At The Company Balance Sheet reflects the closingamount, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, contractual adjustments arising out of third-party payor arrangements and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian 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. As The Company Accounts Receivable arose in the ordinary course of business consistent with past practices. The Company maintains its accounting records in sufficient detail to all Retained substantiate the Company Accounts Receivable reflected on the Company Balance Sheet and has given and will give to Parent full and complete access to those records, including the right to make copies therefrom. Since December 31, 1998, the Company has not changed any principle or practice with respect to the recordation of accounts receivable, 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, Meridian shall retain the sole Company is in substantial compliance with the terms and exclusive right to collect same as Meridian in its sole discretion may determineconditions of such third-party payor arrangements.

Accounts Receivable. At the closing, Meridian 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 Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the lockbox account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Borrower on account of Accounts Receivable shall be held as Bank's property by Borrower as trustee of an express trust for Bank's benefit, and Borrower will immediately deliver to Bank the identical checks, moneys or other forms of payment received. Borrower hereby constitutes Bank, or any representative whom Bank may designate, as Borrower's attorney-in-fact (i) to endorse the Borrower's name on any notes, acceptances, checks, drafts, money orders or other evidence of payment or security interest that may come into Bank's possession, and (ii) during the Collection Period from continuance of an Event of Default, to sign Borrower's name on any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction invoice or xxxx of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence lading relating to Accounts Receivable. ATS shall provide Meridian 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 during the continuance of such an Event of Default to notify Account Debtors that their respective Accounts Receivable, which ATS shall pay Receivable have been assigned to Meridian 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. Meridian 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 value, and ATS agrees to turn over to Meridian any payments commercially reasonable manner. All amounts received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any by Bank in payment of the Accounts Receivable assigned to it for are to be credited to the Loan 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 Meridian. ATS shall not incur any liability to 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 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 Meridian 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 material 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; or the delivery of notice of default under, except for 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, the face value of which exceeds ONE THOUSAND AND NO/l00 DOLLARS ($1,000.00), which arises out of a Government Contract in order to insure compliance with the Federal Assignment of Claims Act of 1940. Section 10.1.6. Borrower shall maintain all Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineBank.

Accounts Receivable. At The customer accounts receivable (including for any products of the closingBranded Business shipped but not invoiced, Meridian which products shall appoint ATS its ------------------- agent be relieved from inventory) outstanding at the close of business on the Distribution Date shall remain assets of New Ralcorp. New Ralcorp shall be entitled to collection and receipt of all such receivables, provided that (a) to the extent that a customer takes a justifiable B-7 8 deduction against an invoice related to products of the Branded Business invoiced prior to the close of business on the Distribution Date, which deduction is related to products of the Branded Business shipped after the close of business on the Distribution Date, the Branded Subsidiary will promptly reimburse New Ralcorp for any such deduction and (b) to the purpose of collecting all Accounts Receivable extent that a customer takes a justifiable deduction against an invoice relating to products of the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable Branded Business shipped and invoiced by the Branded Subsidiary after the Closing Date a complete and detailed statement showing close of business on the nameDistribution Date, amount and age of each Accounts Receivable which deduction is related to products of the Meridian Business. Subject to and limited by the following, revenues relating Branded Business shipped prior to the Accounts Receivable relating close of business on the Distribution Date, New Ralcorp will promptly reimburse the Branded Subsidiary for any such deduction, except to the Meridian Business will be for extent the account of Meridiandeduction constitutes a Known Branded Liability. ATS New Ralcorp and the Branded Subsidiary shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 cooperate in good faith analyze any uncollected Accounts Receivable in order 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any ensure that New Ralcorp receives payment of the Accounts Receivable assigned customer accounts receivable outstanding immediately prior to it for collection hereunder or to refer any the close of such Accounts Receivable to a collection agency or to any attorney for collectionbusiness on the Distribution Date, and ATS shall not make any such referral or compromise, nor settle or adjust that the amount Branded Subsidiary receives payment of any such Accounts Receivable, except with accounts receivable of the approval of Meridian. ATS shall not incur any liability to 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 Branded Business issued from and after the Collection Periodclose of business on the Distribution Date, without specific agreement with ATS and in order to determine whether any deductions from invoices are justifiable. To the extent that either receives payment of receivables owned by the other party, the Branded Subsidiary and New Ralcorp agree to promptly (within ten Business Days) remit the proceeds to the contrarydesignated bank account of New Ralcorp or the Branded Subsidiary, neither Meridian nor its agents as applicable. New Ralcorp shall direct all trade debtors to make any direct solicitation payment on such customer account receivables outstanding as of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after close of business on the Collection Period. The provisions of this Section shall not apply Distribution Date to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineNew Ralcorp's specified address and/or account.

Accounts Receivable. At Following the closingClosing, Meridian (a) if Intel or any of its Subsidiaries receives any payment, refund or other amount that is a Intel Transferred Asset or is otherwise properly due and owing to Newco in accordance with the terms of this Agreement, Intel promptly shall appoint ATS remit, or shall cause to be remitted, such amount to Newco and (b) if Newco or any of its ------------------- agent for Subsidiaries receives any payment, refund or other amount that is a 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, Newco promptly shall remit, or shall cause to be remitted, such amount to Intel. Without limiting the Meridian Business. Meridian foregoing, Newco shall deliver forward to ATS on or as soon as practicable after the 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 Newco, immediately upon receipt thereof, any payments of Post-Closing Accounts Receivable of Newco or any of its Subsidiaries unless otherwise set forth in the Meridian 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 or Newco, 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 Newco 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable earliest invoice outstanding with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt customer or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to Meridian 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 Meridian 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, Newco will provide such cooperation as Intel shall reasonably request in connection with Intel’s collection of outstanding Pre-Closing Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSubsidiaries.

Accounts Receivable. At Subject to Citadel's receipt from Sellers at the closing, Meridian shall appoint ATS its ------------------- agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Meridian Business. 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 List") of each Accounts Receivable accounts receivable of the Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Receivable"), for a period of ninety (90) 120 days after commencing with the Closing Date (the "Citadel Collection Period"). Any payment received by ATS during , Citadel, as agent for 33 <PAGE> 35 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 Meridian 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 Meridian with a list of, and pay over be permitted to Meridian, 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 Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe 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 Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At The accounts receivable shown on the closingCompany Balance Sheet arose in the ordinary course of business, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be and no agreement for the account of Meridian. 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 Meridian Business for a period Company Disclosure Letter sets forth an aging of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineclaims.

Accounts Receivable. At As of the closingClosing Date, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian 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 Meridianany remaining Accounts Receivable. ATS Buyer shall use its commercially reasonable business collection efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 but shall furnish Meridian with a list of, and pay over not be required to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies ordinary course of all correspondence relating to Accounts Receivablebusiness. ATS Stockholders shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine60) days past due.

Accounts Receivable. At If, as of August 31, 2006, the closingCompany and the Subsidiary have not collected in full without set-off or counterclaim all of the Receivables (as defined below) after using commercially reasonable best efforts, Meridian shall appoint ATS its ------------------- agent for then the purpose of collecting all Accounts Receivable relating Buyer may recover from the Indemnity Escrow, subject to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after Representation and Warranty Cap and the Closing Date a complete Shareholder Basket, and detailed statement showing the nameprovisions of Section 8 of this Agreement related thereto, the amount and age of each Accounts Receivable of the Meridian BusinessReceivables that has not been collected as of such date; provided that if any retainage Receivables or notes Receivables have not been collected prior to such date, Buyer shall only be entitled to receive that portion of the retainage Receivable or notes Receivable that Buyer believes in good faith will not be collectible in accordance with the Company's customary business practices. Subject to and limited Buyer's sole source of recourse for any amounts payable by the followingShareholders under this Section 3.8 that are not paid shall be the Indemnity Escrow. Following any such payment from the Indemnity Escrow and if requested by the Shareholders, revenues relating (a) Buyer agrees to assign to the Accounts Receivable relating Shareholders' Representative, on behalf of the Shareholders, any uncollected Receivables for which the Shareholders reimburse Buyer to the Meridian Business will be extent of their reimbursement and (b) Buyer agrees that if uncollected Receivables for which the account of Meridian. ATS Shareholders reimburse Buyer are subsequently collected by Buyer, then Buyer shall use its reasonable business efforts to collect refund the Accounts Receivable with respect Shareholders' reimbursement to the Meridian Business extent of such collections (any such refund(s) to be paid to the Shareholders' Representative, on behalf of the Shareholders). For purposes of this Section 3.8, "Receivables" means all accounts and notes receivable of the Company and the Subsidiary (both current and retainage) set forth on the Company's balance sheet as of August 31, 2005. Any claims for indemnification under Section 8 hereof by Buyer for Losses involving a period breach by the Shareholders of ninety this Section 3.8 may be asserted by Buyer until thirty (9030) days after the Closing Date later of (i) 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 Meridian Business shall first be applied in reduction final determination of the Accounts Receivable, unless Gross Margin Results in accordance with Section 3.9 and (ii) the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end determination of the Collection Period. Upon the request of either party at Unresolved PCO and after such time, the parties shall meet to mutually and Claims Report 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 accordance with the approval of Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine3.10.

Accounts Receivable. At After the closingEffective Time, Meridian 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 Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety date that is six (906) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 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 Meridian 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. Meridian 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 extent that during the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make Period any direct solicitation of the Accounts Receivable customers return for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule refund or to credit any other Accounts Receivable which Meridian, 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 Meridian on or goods sold prior to the Closing Date. As , the Vendor will pay to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinePurchaser the face amount of such refunds or credits less the realizable value of such returned goods.

Accounts Receivable. At the closing(a) Upon Closing, Meridian Purchaser shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to on behalf of the Meridian Business Sellers for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to collect the Accounts Receivable with the same care and diligence as Purchaser uses with respect to the Meridian Business on a bi-weekly basis and forward to Meridianits own accounts receivable, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 MeridianSellers. 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 Meridian 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 referred to as the "A/R Proceeds," (ii) those sales employees of Sellers with respect the Station who are employed by Purchaser during the Collection Period are referred to as "Transferred Sales Employees," and (iii) those commissions, if any, that are payable by Sellers to Transferred Sales Employees as a result of receipt of the A/R Proceeds, pursuant to Sellers' sales commission policy in a written notice delivered effect at Closing (which Sellers will deliver to ATS Purchaser at Closing), and that have not been paid by Meridian on or prior Sellers, are referred to as the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine"A/R Commissions."

Accounts Receivable. At SFX acknowledges that all accounts receivable in connection with the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business exception: for a period of ninety (90) 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 Meridian 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 Meridian with a list of, account debtor; and pay over to Meridian, (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 Meridian Business on a bi-weekly basis and forward to Meridianinstitution 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 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 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 Meridian. ATS shall not incur any liability to Meridian 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to 90th day following the Closing Date. As , SFX shall furnish or make available to the Sale or Asset Sellers all Retained Accounts Receivablerecords, Meridian shall retain files and data relating to the sole and exclusive right collection efforts of SFX with respect to collect same as Meridian in its sole discretion may determinesuch accounts.

Accounts Receivable. At the closing, Meridian shall appoint ATS its Seller has provided Buyer a list of Division ------------------- agent for the purpose of collecting all Accounts Receivable relating and accounts in respect of revenue in excess of billing as at July 31, 1999 and shall provide to the Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian 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. As Buyer shall make reasonable commercial efforts (which shall not include the obligation to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right initiate collection actions) to collect same as Meridian 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 convey to Seller the item on the Accounts Receivable List and shall execute and deliver an instrument reasonably satisfactory to Seller evidencing such assignment. Upon repurchase of any item on the Accounts Receivable List hereunder Seller may in its 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, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian Business for a period value of ninety (90) 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 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 Meridian with a list of, and pay over Accounting Firm for resolution pursuant to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine3.4.5.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable (a) From and after the Closing Date a complete Closing, Seller shall have the right and detailed statement showing the name, amount authority to collect for its own account all accounts receivable and age of each Accounts Receivable other items of the Meridian Business. Subject to Business that are included in the Retained Assets. (b) From and limited by after the followingClosing, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to all accounts receivable and other items of the Meridian Business that are Retained Assets, Buyer agrees to (and agrees to cause its Affiliates to) hold in trust for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment Seller, any cash, checks or other funds or property received directly or indirectly by ATS during the Collection Period from any customer with an account which is an Accounts Receivable Buyer or its Affiliates with respect to such receivables and other items, including any amounts received as interest, and to deliver to Seller all such amounts and property in accordance with the Meridian Business terms and conditions of the Transition Services Agreement. Buyer shall first be applied in (and agrees to cause its Affiliates to) promptly deliver to Seller a true copy of any notice of a dispute as to the validity or enforceability of any accounts receivable that are Retained Assets received from the debtor of such accounts receivable. Buyer shall not (and agrees to cause its Affiliates not to) agree to any settlement, discount or reduction of such accounts receivable or assign, pledge or grant a security interest in such accounts receivable to any third party or claim a security interest or right in and to such accounts receivable without the Accounts Receivable, unless prior written consent of Seller. Buyer and Seller agree that issuing a new software release in the customer contests in writing the validity ordinary course of such application. During the Collection Period, ATS business shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 not be deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivablea settlement, the parties shall negotiate a good faith value discount or reduction of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 valueaccounts receivable by Buyer, and ATS agrees to turn over to Meridian any payments received against that in the event of any such Accounts Receivablerelease, Seller shall accept returns (or permit Buyer to accept returns on its behalf) from customers of prior releases of such software and credit such customers accounts receivable against such returns if and to the extent it would have done so in the ordinary course of business without giving effect to the transactions contemplated by this agreement. ATS Buyer shall not take any other actions outside of the ordinary course of business with the intent or effect of increasing customer’s return of products for which there are outstanding accounts receivable retained by Seller. Buyer’s payment obligations under this Section 5.12 shall not be obligated subject 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineoff-set.

Accounts Receivable. At Each Seller and Purchaser agree that all accounts receivable collections shall be allocated to either the closing, Meridian shall appoint ATS its ------------------- agent for respective Seller or the purpose of collecting all Accounts Receivable relating Purchaser based on the period to which such accounts receivable relate and prorated as necessary to reflect any amounts attributable to periods prior to the Meridian Business. Meridian shall deliver Closing Date and to ATS periods on or as soon as practicable and after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BusinessDate. Subject to and limited by the following, revenues relating All accounts receivable for periods ending prior to the Accounts Receivable relating Closing Date, including, prepaid programming commissions and commissions payable to Sellers pursuant to the Meridian Business will DirecTV Residual Report for periods ending prior to the Closing Date and all fees with respect to Bulk Service, SMATV Non-Bulk Service and receivers invoiced prior to the Closing Date for periods prior to the Closing Date (the “Pre-Closing A/R”), shall be for the account of MeridianSellers. ATS shall use its reasonable business efforts to collect the Accounts Receivable All accounts receivable with respect to the Meridian Business Assets for a period of ninety (90) days periods ending on or after the Closing Date, including, without limitation, prepaid programming commissions and commissions payable to Sellers pursuant to the DirecTV Residual Report for periods ending on or after the Closing Date and all fees with respect to Bulk Service, SMATV Non-Bulk Service and receivers invoiced prior to the Closing Date for periods on or after the Closing Date (the "Collection Period"“Post-Closing A/R”), shall be for the account of Purchaser. Any payment received Each of the Sellers agree to remit to Purchaser any Post-Closing A/R and Purchaser agrees to remit to Multiband, as agent for the Sellers, any Pre-Closing A/R. All such remittances of accounts receivable shall be made by ATS during the Collection Period from applicable party to the other party within five (5) days of receipt; provided, however, that Sellers shall provide Purchaser with daily email update of any customer with an account which is an Accounts Receivable Post-Closing A/R collections. For purposes of this Section 5.17, Rainbow hereby appoints Multiband as its agent for purposes of receiving any Pre-Closing A/R remitted by Purchaser to Rainbow. Notwithstanding the foregoing, any accounts receivable with respect to the Meridian Business Schedule 2.4 XXX Assets for periods arising on or after the Schedule 2.4 Assets Effective Date shall first be applied in reduction for the account of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, Purchaser and pay over to Meridian, the amounts collected any accounts receivable with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Schedule 2.4 XXX Assets 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian periods arising on or prior to the Schedule 2.4 Assets Effective Date shall be for the account of Rainbow. All such accounts receivable with respect to the Schedule 2.4 XXX Assets shall be handled in accordance with the terms described above for the Post-Closing A/R and the Pre-Closing A/R but taking into account the Schedule 2.4 Assets Effective Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closingLMA Date, Meridian Sellers shall appoint ATS its ------------------- agent assign to Buyer, for the purpose of collecting collection purposes only, all Accounts Receivable relating to the Meridian BusinessReceivable. Meridian 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 Meridian BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to by Buyer following the Meridian Business LMA Date will be for the account of MeridianSellers. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period ending upon the later of (i) 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 Meridian 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 Meridian Sellers with a list of, and shall pay over to MeridianSellers, the amounts collected during the preceding month with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Meridian 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 Meridian 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. Meridian 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 Meridian 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 MeridianSellers. ATS Buyer shall not incur any no liability to Meridian 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Subject to the Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business "ACCOUNTS RECEIVABLE"), for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over be permitted to Meridian, 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 Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe 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 Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At Seller shall use commercially reasonable efforts in helping Buyer to collect the closingWholesale Accounts Receivable in accordance with their terms at their recorded amounts and shall promptly (and no less frequently than weekly) remit to Buyer any and all amounts received in payment of any Wholesale Accounts Receivable; provided, Meridian however, that Seller shall appoint ATS have the right to retain any and all amounts paid by any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Buyer shall use commercially reasonable efforts in helping Seller to collect the Retail Propane Accounts Receivable and shall promptly (and no less frequently than weekly) remit to Seller any and all amounts received from any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Buyer shall not collect or retain for its ------------------- agent own account any amounts from any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Notwithstanding the foregoing, Buyer shall be permitted to purchase any of the Retail Propane Accounts Receivable from Seller at or following the Closing for an amount in cash equal to one hundred percent (100%) of the book value of such Retail Propane Accounts Receivable, and the restrictions set forth in this Section 5.7 shall not apply to any Retail Propane Accounts Receivable so purchased. Each of Buyer and Seller shall provide the other party and its representatives reasonable access, upon prior written notice and during normal business hours, to its books and records relating to the Wholesale Accounts Receivable and the Retail Propane Accounts Receivable for the purpose of collecting all Accounts Receivable relating examining such books and records in order to verify the Meridian Business. Meridian shall deliver to ATS on compliance of Buyer 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or deliverySeller, as applicable, with its obligations under this Section 5.7. In the case may beevent that Seller reasonably determines that Buyer has materially breached its obligations to remit to Seller any and all amounts owed to Seller under this Section 5.7, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use promptly reimburse Seller upon Seller’s request for any extraordinary efforts and all reasonable expenses incurred by Seller in conducting any examination or investigation under this Section 5.7. In the event that Buyer reasonably determines that Seller has materially breached its obligations to collect remit to Buyer any and all amounts owed to Buyer under this Section 5.7, Seller shall be obligated to promptly reimburse Buyer upon Buyer’s request for any and all reasonable expenses incurred by Buyer in conducting any examination or investigation under this Section 5.7. Buyer hereby acknowledges that, as of December 10, 2008, an aggregate of $2,382,123.96 of the Wholesale Accounts Receivable assigned to it for collection hereunder or to refer any of such and the Retail Propane Accounts Receivable to a collection agency or to any attorney for collectionwere delinquent, as reflected on Schedules 5.7(a) 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period5.7(b) attached hereto. The provisions parties acknowledges that Schedules 5.7(a) and 5.7(b) are attached hereto solely for illustrative purposes and that the outstanding amounts and aging for the accounts receivable reflected therein are subject to change over time and do not reflect the outstanding amounts or aging as of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Effective as of the closingClosing, Meridian shall appoint ATS except as otherwise required by the Subcontract Agreement, Premier hereby irrevocably constitutes and appoints Acquisition Sub its ------------------- agent for true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead to endorse the purpose name of collecting Premier on any checks and other remittances received on account of the Premier Receivables and the Premier Work-In-Process and to perform all Accounts Receivable relating other acts necessary or desirable to collect the Premier Receivables and amounts received with respect to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be Premier Work-In-Process for the account of MeridianAcquisition Sub. ATS In accordance with the Transition Services Agreement attached hereto as Exhibit G, Premier agrees that it shall promptly after receipt after the Closing, transfer and deliver to Acquisition Sub any cash or other property that Premier may receive in respect of such Premier Receivables or on account of the Premier Work-In-Process, and any mail, checks or other documents received by Premier relating to any of the Premier Assets or Premier Obligations transferred to Acquisition Sub hereunder, such cash, property, mail, checks and documents to be delivered in the form and condition in which received, except for the opening of any envelope or package. Premier shall use its commercially reasonable business efforts to collect assist Acquisition Sub in the Accounts Receivable with respect to collection of the Meridian Business for a period Premier Receivables and all amounts receivable on account of ninety (90) days the Premier Work- In-Process 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 Meridian Business shall first be applied in reduction extent requested by Acquisition Sub. Acquisition Sub agrees to diligently xxxx the unbilled portions of the Accounts Receivable, unless Premier Receivables and pursue the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end collection of the Collection PeriodPremier Receivables after the Closing. Upon The parties hereto agree that none of the request of either party at and after such time, the parties Premier Receivables 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 uncollectible, such that Premier is deemed to have breached the representation 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 Meridian if ATS, warranty by Premier in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any Section 3.15.2 that all of the Accounts Receivable assigned to it Premier Receivables, less any allowances 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 Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence doubtful accounts reflected in the performance of its obligations set forth in this Section. During and Estimated Closing Balance Sheet, are collectible, until such Premier Receivables remain uncollected twelve (12) months after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As Upon seeking payment for an uncollectable receivable from Premier or Stockholder, Acquisition Sub shall provide to all Retained Accounts ReceivablePremier or Stockholder on a monthly basis information relating to the receivable and Acquisition Sub’s collection effort of such receivable. Stockholder may contact Xxxxxx Xxxx, Meridian CACI Director of Cash Management and Xxxxx Xxxxxxxxxx, or if such individual(s) are no longer employed by Federal or Acquisition Sub, a Federal designated successor regarding Acquisition Sub’s collection efforts of Premier accounts receivable. In the event that Acquisition Sub collects an unrecoverable receivable after recovering such unrecoverable receivable from Premier or Stockholder, Acquisition Sub shall retain the sole and exclusive right promptly remit such collection amounts to collect same as Meridian in its sole discretion may determinePremier or Stockholder.

Accounts Receivable. At the closing, Meridian Purchaser shall appoint ATS its ------------------- agent assume responsibility for the purpose billing and collection of collecting all Accounts Receivable relating to the Meridian Business. Meridian 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 Meridian Business. Subject to Facilities between the Effective Date and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 ReceivableFacilities without Purchaser's prior written consent, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained former residents by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or Seller prior to the Closing Date. As 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 be processed, to all Retained Accounts Receivablethe extent permitted by applicable law, Meridian first to Purchaser for the current or next preceding month and any arrearages shall retain be credited to Seller. 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, shall be remitted to the sole 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 exclusive right any remaining amounts shall be retained by Purchaser. In addition, Purchaser shall remit to collect same as Meridian 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 sole discretion may determinereceipt 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 Closing 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, patients and in private pay or Governmental Programs.

Accounts Receivable. At the closingBuyer shall acquire no interest in Seller’s Accounts Receivable or responsibility therefore, Meridian shall appoint ATS its ------------------- agent provided, however, for the purpose Collection Period, Buyer shall collect, on behalf of collecting Seller, all of Seller’s Accounts Receivable relating in the same manner that Buyer uses to collect its own accounts receivable. Buyer’s obligation to collect Seller’s Accounts Receivable under this section, however, shall not extend to the Meridian Business. Meridian shall deliver to ATS on institution of litigation, employment of any collection agency, legal counsel, or as soon as practicable after the Closing Date a complete and detailed statement showing the nameother third party, amount and age or any other extraordinary means of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationcollection. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian Seller nor its agents shall make any direct solicitation of the account debtors for collection of any of Seller’s Accounts Receivable and shall not institute litigation for the collection of any amounts due for Seller’s Accounts Receivable except as otherwise set forth herein. All remittances will be applied, first to the oldest accounts receivable with respect to the Stations, unless the client specifies the identification of the account in the remittance, in which case the remittance shall be applied to the specified account. In the event any advertiser shall in good faith dispute the amount Seller claims is owed to it, Buyer shall notify Seller in writing and return such Seller’s Accounts Receivable to Seller, who may take any and all actions to collect such account without further permission from Buyer. Except as expressly provided herein, Buyer shall have no responsibility for, or any obligation regarding, any of Seller’s Accounts Receivable. Any of Seller’s Accounts Receivable which remain uncollected after the end of the Collection Period shall be reassigned to Seller on that date, and Seller shall be free to take whatever measures it deems necessary to collect any of Seller’s Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineit own account.

Accounts Receivable. At (a) All accounts receivable (other than the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Current Ledger) originating prior to the Meridian BusinessApportionment Date shall belong to Seller. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. 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 Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list ofbe retained and paid by Seller, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineAgreement.

Accounts Receivable. At The KSMO Parties or their agent shall retain all revenues from advertising broadcast by the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Station prior to the Meridian BusinessBase Date (“Licensee Accounts Receivable”). Meridian shall deliver to ATS All revenues from the Advertisements broadcast by the Station on or as soon as practicable after the Closing Base Date, including revenues derived from advertising sold by the KSMO Parties or their agent prior to the Base Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable that has not been aired as of the Meridian BusinessBase Date, shall be allocated between Sales Agent and Licensee as set forth in Schedule 3.1. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS Licensee shall use its reasonable business best efforts to collect deliver to Sales Agent a schedule of Licensee Accounts Receivable, within seven (7) days of the Accounts Receivable with respect to the Meridian Business for Base Date. For a period of ninety (90) 120 days after following the Closing Base Date, Sales Agent shall issue invoices in accordance with the Station’s standard billing procedures for time sold and provided by the Station prior to the Base Date (and not invoiced prior to the "Collection Period"). Any payment received by ATS Base Date and remit to Licensee all amounts collected during the Collection Period from any customer with an account which is an period in respect of the Licensee Accounts Receivable with respect to the 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting follows: (a) on or before the fifteenth eighteenth (15th18th) day following of the second complete calendar month after the Base Date, pay all amounts collected up to the end of the Collection Periodprior month; and (b) on or before the eighteenth (18th) day of each succeeding month, remit all amounts collected during the month prior thereto. Upon With each remittance, Sales Agent shall furnish a statement of the request amounts collected and the persons from whom such amounts were collected. Sales Agent shall, unless the remittance or an account receivable debtor specified otherwise, apply all amounts it receives from or for the benefit of either party at and after any account receivable debtor first to pay the oldest undisputed Licensee Accounts Receivable of such timedebtor before applying any of such amounts to pay any obligation of such debtor to Sales Agent arising during, or otherwise attributable to, the parties period after the Base Date. Licensee Accounts Receivable shall meet not be included in Net Sales Revenue. Sales Agent shall collect Licensee Accounts Receivable using commercially reasonable efforts that are consistent in all material respects with the efforts Sales Agent uses to mutually and in good faith analyze collect accounts receivable from the sale of advertising on KCTV; provided, however, Sales Agent shall not be required to refer any uncollected Licensee 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 an attorney for collection, and ATS shall not make institute legal proceedings or take other extraordinary measures to collect any such referral or compromise, nor settle or adjust the amount of any such Licensee Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian 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 Meridian BusinessBase Purchase Price pursuant to Section 2.5 (the “Closing Date Receivables”). Meridian 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 Meridian BusinessClosing Date Net Working Capital. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS The Buyer agrees that it shall use its commercially reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Closing Date Receivables for a period of ninety not less than one hundred fifty (90150) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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, 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or existing but unbilled prior to the Closing Date). As If collections by Buyer with respect to all Retained Accounts Receivablethe 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”), Meridian 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 collect same recover the Uncollected Receivables Amount shall not be subject to the provisions of Article X or any limitations of liability set forth therein. Any such payment shall be deemed an adjustment to the Purchase Price. Upon receiving payment for the Uncollected Receivables Amount, Buyer shall assign such Closing Date Receivables to the Sellers. If 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 Members, as Meridian 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 All cash accounts receivable for broadcasts on the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Meridian BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Meridian 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 Meridian 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 Meridian Business will be for the account Schedule of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business delivered by Licensee for a period of ninety one hundred fifty (90150) 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 Meridian 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 Meridian with a list of, and pay over remit to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business Licensee on a bi-weekly basis and forward to Meridianbasis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 shall negotiate extent Licensee's traffic and billing system can produce same, a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its detailed open 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 Meridian any report reflecting payments received against any such Accounts Receivableremitted therewith. ATS shall not be obligated to use any extraordinary efforts to collect any of the Any Accounts Receivable assigned that have not been collected within such one hundred fifty (150) day period shall be returned to it for collection hereunder or Licensee, together with all records in connection therewith, including without limitation, 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.the

Accounts Receivable. At The accounts receivable reflected on the closing, Meridian shall appoint ATS its ------------------- agent for Estimated Closing Date Working Capital statement are set forth on Section 5.13 of the purpose Disclosure Schedules. The accounts receivable of collecting all the Company at the Effective Time (the “Accounts Receivable relating to Receivable”) will be finally determined as part of the Meridian BusinessStatement of Closing Date Working Capital. Meridian shall deliver to ATS on or as soon as practicable For a period of 120 days after the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business Buyer will be for the account of Meridian. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable. Such efforts shall not require Buyer to employ commercial collection agencies or file suit. Unless otherwise explicitly directed by a customer, all Accounts Receivable with respect payments received by Buyer during the 120-day period shall be applied to the Meridian Business for a period of ninety (90appropriate customer’s oldest invoice(s) first. Within 15 days after expiration of the 120-day period following the Closing Date Date, Buyer shall provide to Seller a list of Accounts Receivable for which Buyer has not received a full payment (the "Collection Period"“Uncollected Accounts Receivable”). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction Within 15 days of receipt of the list of Uncollected Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Seller shall pay to Meridian Buyer, by wire transfer of immediately available funds, the amount, if ATSany, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain by which the right to collect any of its Uncollected Accounts Receivable as exceed the reserve for doubtful or uncollectible accounts in the calculation of Closing Date Working Capital. If Seller fails to which make such payment within such 15-day period, Buyer shall be entitled to withdraw the parties are unable to reach agreement as to a good faith valueamount of the Uncollected Accounts Receivable from the Escrow Account, and ATS subsequently, Seller shall be required to deposit funds into the Escrow Account equal to such amount. Seller agrees to turn over promptly forward to Meridian Buyer any payments and all payment for any Accounts Receivable received against any by Seller during such Accounts Receivable120-day period following the Closing Date. ATS shall not be obligated to use any extraordinary efforts to After the conclusion of the 120-day period, should Buyer or the Company 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 Uncollected Accounts Receivable, except with the approval of Meridian. ATS Buyer shall not incur remit any liability such Uncollected Accounts Receivables to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSeller.

Accounts Receivable. At Subject to Citadel's receipt from Seller at the closing, Meridian shall appoint ATS its ------------------- agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Meridian Business. 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 List") of each Accounts Receivable accounts receivable of the Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Receivable"), for a period of ninety (90) 120 days after commencing with the Closing Date (the "Citadel Collection Period"). Any payment received by ATS during , Citadel, as agent for Seller, 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 Meridian 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 Seller of such applicationany dispute. Remittances collected by Citadel on behalf of Seller shall be remitted to Seller 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 Seller's option, Seller shall furnish Meridian with a list of, and pay over be permitted to Meridian, 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 Seller shall be accompanied by a written report from Citadel setting forth the Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe 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 Meridian 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 Seller 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 Seller 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 Seller 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for Closing Date, shall remain the account property of MeridianSeller (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 Meridian Business for For a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 compromiseneither Seller, nor settle or adjust the amount of any such Accounts Receivableits agents, except with the approval of Meridian. ATS shall not incur any liability to 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 Meridian 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 Meridian after the collection of amounts due. After the Collection Period, 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. The provisions of this Section shall not apply Any amounts relating to those certain the Seller Accounts Receivable set forth in Section 2.4 that are paid directly to the Seller shall be retained by the Seller (less any commissions and/or other expenses due thereon, which 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 Meridian Disclosure Schedule or to 90-day collection period, any other remaining Seller Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals shall be returned to a collection agency or attorney Seller for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At Subject to Citadel's receipt from Sellers at the closing, Meridian shall appoint ATS its ------------------- agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Meridian Business. 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 List") of each Accounts Receivable accounts receivable of the Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Receivable"), for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over be permitted to Meridian, 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 Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe 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 Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At The accounts receivable shown on the closingBalance Sheet arose in the ordinary course of business, Meridian shall appoint ATS its ------------------- agent consistent with past practices, and represented bona fide claims against debtors for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on sales and other charges, and have been collected 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of 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. 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 receivables. The accounts receivable of the Company or any Company Subsidiary 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 in the recorded amounts thereof, less allowances for doubtful accounts and 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 receivables. None of the accounts receivable of the Company or any Company Subsidiary are subject to any claim of offset, recoupment, setoff, or counter claim. No amount of accounts receivable is contingent upon the performance by the Company 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 (the "Collection Period")whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any receivables previously collected. Any payment received by ATS during the Collection Period from No Person has any customer with an lien on any such accounts receivable, no account which receivable is an Accounts Receivable subject to prior assignment, no agreement for deduction or discount has been made with respect to any such accounts receivable, and neither the Meridian Business shall first be applied in reduction Company nor any Company Subsidiary has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Accounts Receivableobligors of the accounts receivable have refused or given notice that they refuse to pay the full amount thereof, unless and none of the customer contests in writing the validity obligors of such applicationaccounts receivable are an Affiliate of the Company or any Company Subsidiary. During Schedule 2.26 to the Collection PeriodDisclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), ATS shall furnish Meridian with a list ofan aging of the Receivables in the aggregate and by customer, and pay over to Meridian, indicates the amounts collected with respect of allowances for doubtful accounts and warranty returns, in each case as of the Agreement Date. Schedule 2.26 to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end Disclosure Letter sets forth such amounts of the Collection Period. Upon Receivables that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the request of either party at last year, including the type 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 amounts of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineclaims.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Meridian BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Meridian 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 Meridian 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 Meridian Business will be for the account Schedule of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business delivered by Licensee for a period of ninety one hundred fifty (90150) 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 Meridian 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 Meridian with a list of, and pay over remit to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business Licensee on a bi-weekly basis and forward to Meridianbasis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Meridian 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian 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, Meridian 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 Meridian BusinessEvergreen Stations and the EZ Stations, respectively. Meridian 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 Meridian Businessits Stations. Subject to and limited by the following, revenues relating to the Evergreen Accounts Receivable relating to and the Meridian Business EZ Accounts Receivable will be for the account of MeridianEvergreen and the EZ Parties, respectively. ATS Each agent shall use its reasonable business best efforts to collect the Accounts Receivable with respect to the Meridian Business which it is acting as agent for a period of ninety (90) 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 Meridian 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 Meridian the other with a list of, and pay over to Meridianthe other, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business which it is acting as agent on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablebasis. ATS Each agent shall provide Meridian 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 Meridian the other if ATSthe purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 Meridian 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 Meridianthe other agent. ATS Neither agent shall not incur any liability to Meridian 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian 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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for amount or payment thereof. If the account of Meridian. 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 Meridian Business for Collateral Agent or in blank, if required, in a period Cash Collateral Account maintained under the sole dominion and control of ninety the Collateral Agent and until so turned over, all amounts and Proceeds (90including 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 Meridian 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 Meridian with a list of, and pay over cause each originally executed copy thereof to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Datedate hereof and (ii) with respect to any such Accounts Receivable hereafter arising, as soon as practicable, and in any event within ten days of such Grantor acquiring rights therein. As 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 Retained steps necessary to give the Collateral Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts ReceivableReceivable (x) with respect to any such Accounts Receivable in existence on the date hereof, Meridian 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 retain be delivered or subjected to such control upon the sole request of the Collateral Agent following the occurrence and exclusive right to collect same as Meridian in its sole discretion may determinecontinuance of an Event of Default.

Accounts Receivable. At Following the closingClosing, Meridian (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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable earliest invoice outstanding with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt customer or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to Meridian 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 Meridian 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 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSubsidiaries.

Accounts Receivable. At As of the closingClosing Date, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian 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 Meridianany remaining Accounts Receivable. ATS Buyer shall use its commercially reasonable business collection efforts to collect the Accounts Receivable consistent with respect to the Meridian Business its practice for a period collection of ninety (90) 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 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 but shall furnish Meridian with a list of, and pay over not be required to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to and Seller shall be responsible for, and shall indemnify Buyer against, all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinesuch Receivables Expenses.

Accounts Receivable. At the closing, Meridian BEA shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian BEA Business. Meridian BEA 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 Meridian BEA Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian BEA Business will be for the account of MeridianBEA. 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 Meridian BEA Business for a period of ninety (90) 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 Meridian BEA 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 BEA and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and BEA until the validity of the application is determined. During the Collection Period, ATS shall furnish Meridian BEA with a list of, and pay over to MeridianBEA, the amounts collected with respect collectxx xxxx xxspect to the Accounts Receivable with respect to the Meridian BEA Business on a bi-weekly monthly basis and forward to MeridianBEA, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian BEA 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 Meridian BEA if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian BEA 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 Meridian BEA 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 MeridianBEA. ATS shall not incur any liability to Meridian BEA 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 Meridian BEA nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian BEA 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Non- Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Business for a period Purchased Receivables, computed in accordance with GAAP on an accrual basis (net of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At (i) Subsequent to the closingClosing Date, Meridian 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 Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case Such efforts may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian 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. As On the first Friday thereafter, 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 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 to the extent such amounts are part of the Retained Receivables, Sellers shall promptly notify the Accounts Receivable, Meridian Receivable Coordinator of such receipt). The Parties shall retain reasonably cooperate with one another to ensure customer invoices are directed to the sole appropriate Party. (vi) The Parties acknowledge and exclusive agree that the Purchasers shall have no right to collect same as Meridian in its sole discretion may determineset off against the Accounts Receivable Amount any amount owed by the Sellers or their Affiliates to the Purchasers 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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Dispensary Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian 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 ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At (a) For a period of six (6) months following the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian 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 ninety six (906) 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 Meridian 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 Meridian with a list of, and pay over Period those amounts required to Meridian, the amounts collected with respect be paid to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, 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 Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinemanner Gannett chooses.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected Purchaser with respect to the Accounts Receivable with respect for the period prior to the Meridian Business Closing Date, net of reasonable out-of-pocket collection costs paid to any non- affiliated third party, on a bi-weekly basis and forward to Meridianmonthly basis, promptly upon receipt or delivery, as beginning on the case may be, copies 15/th/ day of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day first calendar month following the end Closing and continuing thereafter on a monthly basis by the 15th day of the Collection Periodeach following calendar month. 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or the Station for the period prior to the Closing Date have not been collected within 120 days after the Closing Date. As , Purchaser shall assign to all Retained Harriscope the right and obligation to collect such Accounts Receivable, Meridian . The parties acknowledge and agree that the Accounts Receivable are the property of Harriscope and all amounts collected by Purchaser with respect thereto shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinebe 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, Meridian shall appoint ATS its ------------------- agent Purchaser agrees to attempt to collect same for the purpose benefit of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Seller for a period of ninety one hundred twenty (90120) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, 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 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 Meridian if ATSSeller may, in its sole discretiondiscretion and in addition to the obligations of Purchaser as hereinabove defined, chooses to retain such Accounts Receivable. Meridian 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 subject to the contrary, neither Meridian 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 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole cost and exclusive right to collect same as Meridian in its sole discretion may determineexpense.

Accounts Receivable. At Broker acknowledges that all accounts receivable arising prior to the closingCommencement Date in connection with the operation of the Stations, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the debtor or under circumstances in which there is a bona fide dispute between Licensee and such account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable debtor with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt counsel or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 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 Meridian. ATS shall not incur any liability to 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 contraryterm of this Agreement, neither Meridian 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 Meridian 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 Meridian Disclosure Schedule or shall be returned to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At (a) Following the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian 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. As Upon the delivery of the Receivables Notice, Buyer shall 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 Retained Accounts Receivablepayments from customers which are accounts receivable as directed by such customer. If the customer fails to direct payment, Meridian 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 retain 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 collect same as Meridian in its sole discretion may determinepay the accounts receivable is an action or omission of the Company following the Closing, such outstanding accounts receivable shall not be considered part of the Uncollected Amount.

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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for amount or payment thereof. If the account of Meridian. 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 Meridian Business for Collateral Agent or in blank, if required, in a period Cash Collateral Account maintained under the sole dominion and control of ninety the Collateral Agent and until so turned over, all amounts and Proceeds (90including 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 Meridian 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 Meridian 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 $250,000 individually or $500,000 in the aggregate that is evidenced by, and pay over or constitutes, Chattel Paper, each Grantor shall cause each originally executed copy thereof to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Datedate hereof and (ii) with respect to any such Accounts Receivable hereafter arising, as soon as practicable, and in any event within ten days of such Grantor acquiring rights therein. As 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 Retained steps necessary to give the Collateral Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts ReceivableReceivable (x) with respect to any such Accounts Receivable in existence on the date hereof, Meridian 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 retain be delivered or subjected to such control upon the sole request of the Collateral Agent following the occurrence and exclusive right to collect same as Meridian in its sole discretion may determinecontinuance of an Event of Default.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating All accounts receivable arising prior to the Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for Closing Date, shall remain the account property of MeridianSeller (the "Accounts Receivable") and Buyer shall not acquire any right or interest therein. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for For a period of ninety (90) days after the six months from Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall collect the Collection Period from any customer with an account which is an Accounts Receivable in the normal and ordinary course of Buyer's business and shall 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 Seller may be applied to Buyer's account if so directed by the debtor if such debtor indicates there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Meridian 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian Seller nor its agents shall make any direct solicitation of any such account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Accounts Receivable for collection purposesthat are paid directly to Seller shall be retained by Seller, except for with notice to Buyer. Within twenty calendar days after the end of each month, Buyer shall make a payment to Seller equal to the amount of all collections of Accounts Receivable retained by Meridian after during the preceding month less any commissions owing and paid to salespersons or agencies for ads to which such Accounts Receivable related. At the end of the Collection Period. The provisions of this Section shall not apply to those certain , any remaining Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or shall be returned to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney Seller for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating All accounts receivable arising prior to the Meridian Business. Meridian shall deliver ------------------- Closing Date in connection with the operation of the Stations, including but not limited to ATS on or as soon as practicable after accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, other broadcast revenues relating for services performed prior to the Closing Date, shall remain the property of Seller (the "Accounts Receivable relating to the Meridian Business will be for the account of MeridianReceivable") and Buyer shall not acquire any right or interest therein. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for For a period of ninety (90) days after the six months from Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall collect the Collection Period from any customer with an account which is an Accounts Receivable in the normal and ordinary course of Buyer's business and shall 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 Seller may be applied to Buyer's account if so directed by the debtor if such debtor indicates there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Meridian 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian Seller nor its agents shall make any direct solicitation of any such account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Accounts Receivable for collection purposesthat are paid directly to Seller shall be retained by Seller, except for with notice to Buyer. Within twenty calendar days after the end of each month, Buyer shall make a payment to Seller equal to the amount of all collections of Accounts Receivable retained by Meridian after during the preceding month less any commissions owing and paid to salespersons or agencies for ads to which such Accounts Receivable related. At the end of the Collection Period. The provisions of this Section shall not apply to those certain , any remaining Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or shall be returned to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney Seller for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for amount or payment thereof. If the account of Meridian. 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 Meridian Business for a period of ninety preceding sentence, all amounts and Proceeds (90including 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 Meridian 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 Meridian with a list of, and pay over cause each originally executed copy thereof to Meridian, 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 Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Datedate hereof and (ii) with respect to any such Accounts Receivable hereafter arising, as soon as practicable, and in any event within ten days of such Grantor acquiring rights therein. As 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 Retained steps necessary to give the Administrative Agent “control” (as defined in Section 9-105 of the UCC) over such Accounts ReceivableReceivable (x) with respect to any such Accounts Receivable in existence on the date hereof, Meridian 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 retain be delivered or subjected to such control upon the sole request of the Administrative Agent following the occurrence and exclusive right to collect same as Meridian in its sole discretion may determinecontinuance of an Event of Default.

Accounts Receivable. At Closing Seller shall assign to Purchaser all accounts receivable payable as of the closingNight Audit Cut-Off, Meridian for which Purchaser shall appoint ATS its ------------------- agent for be obligated to pay to Seller in the purpose form of collecting all Accounts Receivable relating a credit received at Closing an amount equal to the Meridian Businesssum of (i) ninety-five percent (95%) of the face value of all accounts receivable that are not more than thirty (30) days past due and (ii) ninety percent (90%) of the face value of all accounts receivable that are more than thirty (30) days past due but not more than sixty (60) days past due, each as shown on the books of the Property as of the Closing Date. Meridian After Closing, Purchaser shall deliver have the sole right to ATS collect and retain all such assigned accounts receivable, provided, that the collection of such accounts receivable shall be the responsibility of Manager. Accounts receivable that are payable as of the Night Audit Cut-Off and that are more than sixty (60) days past due shall not be purchased by Purchaser as provided above and shall remain the property of Seller. The responsibility for collecting such accounts receivable shall remain with Manager. Seller shall not be entitled to any Property revenues received by Purchaser or Manager on or as soon as practicable and after the Closing Date a complete from any payors owing any such accounts receivable unless and detailed statement showing so long as such payors shall be current in their accounts receivable obligations for periods occurring from and after the nameNight Audit Cut-Off. In that case, amount and age of each Accounts Receivable Purchaser or Manager, as applicable, shall deliver to Seller any accounts receivable, net of the Meridian Businesscosts of collection, received by Purchaser or Manager until such accounts receivable owing to Seller have been paid in full. Subject If, however, delinquent accounts receivable are not collected by Purchaser or Manager from the payors owing such amounts that are more than sixty (60) days past due as of the Night Audit Cut-Off, Purchaser shall not be liable to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be Seller for the account of Meridiansuch delinquent accounts receivable. ATS Purchaser shall use its reasonable business efforts not have any obligation to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety any delinquent accounts receivable that are more than sixty (9060) 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 Meridian Business shall first be applied in reduction past due as of the Accounts ReceivableNight Audit Cut-Off; provided that, unless upon prior written notice to Purchaser, Seller shall be free to initiate any legal action and/or take any other action against the customer contests in writing the validity payors of such application. During accounts receivable in an effort to collect same, and any amounts collected by Seller in connection with any such action or otherwise shall be the Collection Period, ATS shall furnish Meridian with a list sole property of, and pay over to Meridianshall be retained by, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to MeridianSeller, promptly upon receipt or deliveryprovided, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS that Seller shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the have no right to collect terminate any of its Accounts Receivable as agreements with such parties that are assumed by Purchaser pursuant to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineAgreement.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose All of collecting all Accounts Receivable Sellers' trade accounts and notes receivable relating to the Meridian 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. Meridian All such receivables are fully collectible in the normal and ordinary course of business. Any account receivable not collected in full within one hundred eighty (180) days after such account is due, shall deliver conclusively be deemed 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 Meridian Businessbe uncollectible. Subject to and limited by the following, revenues relating With regard to the Accounts Receivable relating to installment receivable from Gerromed Pflege und Medizintechnik, GmbH ("Gerromed") and the Meridian Business will installment receivable from Tritec Medical Equipment (the "Tritec"), such installment receivables shall be for deemed uncollectible if the account of Meridian. ATS shall use its reasonable business efforts to collect installment receivable is not paid in full within the Accounts Receivable following time (i) with respect to the Meridian Business for a period of ninety Gerromed installment receivable, within twenty four (9024) days after months from the Closing Date Date, and (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable ii) with respect to the Meridian Business shall first be applied in reduction Tritec installment, within twelve (12 ) months from the Closing Date. The bad debt reserve as of the Accounts ReceivableClosing 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, unless at the customer contests in writing Buyer's sole option, be purchased by the validity Sellers from the Buyer for an amount equal to the difference between the unpaid balance of such applicationaccounts receivable and/or installment receivables and the amount of the reserve for bad debts contained on the Closing Statement. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over With respect to Meridianhome care patients, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS applicable Medicare allowable reimbursement amount shall provide 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 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 Meridian 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. 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 Meridian 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 Meridian. ATS shall not incur any liability to Meridian 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule Buyer receives payment of an account receivable or to any other Accounts Receivable which Meridian, 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 Meridian on or prior installment receivable sold to the Closing DateSellers, it shall promptly remit such payment to the Sellers. As to all Retained Accounts Receivable, Meridian shall retain Sellers have reviewed with Buyer the sole Medicare reimbursement percentages and exclusive right to collect same as Meridian collections on Medicare bills and the 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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts (with at least the care and diligence that Time Broker uses to collect its own accounts receivable) to collect for Licensee its Accounts Receivable as shown on the Schedule of Accounts Receivable delivered by Licensee for a period of one hundred fifty (150) days following the Commencement Date; provided, that Time Broker's obligation to collect the Accounts Receivable with respect shall survive the Closing Date (as defined in the Purchase Agreement) to the Meridian Business extent necessary for Time Broker to collect the Accounts Receivable for a period of ninety one hundred fifty (90150) days after following the Closing Date (Commencement Date. All payments received by Time Broker from any customer whose name appears in the "Collection Period")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. Any 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 Meridian 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 Meridian with a list of, and pay over remit to Meridian, the amounts collected Licensee collections received by Time Broker with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. 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 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior Licensee with respect to the Closing Date. As collection of its accounts and shall not be obligated to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right take any action to collect same as Meridian in its sole discretion may determinesuch accounts.

Accounts Receivable. At Promptly after the closingClosing, Meridian shall appoint ATS its ------------------- agent for the purpose Sellers will furnish the Purchaser with a list of collecting all the Pre-Closing Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or outstanding as soon as practicable after of the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BusinessDate. Subject The Purchaser agrees to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business Ordinary Course efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Pre-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 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 Periodprovided, ATS shall furnish Meridian with a list of, and pay over to Meridianhowever, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated required to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder institute a legal proceeding or to refer any of such Accounts Receivable to retain a collection agency or take any other action outside of the Ordinary Course to collect the Pre-Closing Accounts Receivable. The Sellers may at any time designate a representative to monitor such collection at the Purchaser’s facility and the Purchaser shall provide the Sellers with reasonable access to the Purchaser’s books and records to the extent reasonably required by the Sellers to confirm the Purchaser’s compliance with this Section 2.11. If the Purchaser receives a payment from an account debtor relating solely 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 Pre-Closing Account Receivable, except with the approval of Meridian. ATS Purchaser shall not incur any liability remit such payment to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance Sellers within five (5) business days of its obligations set forth in this Sectionreceipt of such payment. During and On the tenth (10th) day of each calendar month after the Collection PeriodClosing, without specific agreement the Purchaser shall provide the Sellers with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation a reconciliation of the collection of Pre-Closing Accounts Receivable for collection purposesthe month ended prior thereto. To the extent the Purchaser receives a payment from an account debtor of a Pre-Closing Account Receivable who also has an account receivable owing to the Purchaser relating to a post-Closing transaction, except for Accounts Receivable retained by Meridian after the Collection PeriodPurchaser agrees to apply such payment to the oldest invoice first unless such account debtor specifically designates the application of such payment. The provisions Purchaser agrees to execute such notices, bills of sale, assignment agreements or other documents as may be reasonably requested by Sellers and required to implement the transactions contemplated by this Section 2.11. In the event that any Pre-Closing Account Receivable from an account debtor remains outstanding for more than 180 days, SSCE shall consult with the Purchaser as to appropriate actions to collect such account. With the Purchaser’s prior written consent (such consent not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectivelybe unreasonably withheld), the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right Seller may take reasonable action to collect same as Meridian in its sole discretion may determinesuch receivable.

Accounts Receivable. At As of the closingLMA Date, Meridian Licensee shall appoint ATS its ------------------- assign to Broker as Licensee's agent for the purpose purposes of collecting collection only all Accounts Receivable of the accounts receivable relating to the Meridian Business. 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 operation of the Meridian Business. Subject to and limited by the following, revenues relating Station prior to the Accounts Receivable relating LMA Date. Broker shall use such efforts as are reasonable and in the ordinary course of business to collect the accounts receivable for 90 days following the LMA Date ("Broker Collection Period"); provided, however, that Broker's obligation to use its best efforts shall not extend to the Meridian Business will be institution of litigation, employment of counsel, or any other extraordinary means of collection. So long as the accounts receivable are in Broker's possession, neither Licensee 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 Broker has consented to Licensee's collection thereof prior to the expiration of the Broker Collection Period which consent will not be unreasonably withheld. All payments received by Broker during the Broker Collection Period from any person obligated with respect to any of the accounts receivable shall be applied first to Licensee's account of Meridianand only after full satisfaction thereof to Broker's account. ATS Broker shall use not incur or cause to be incurred any collateral or outside fees, costs or charges in connection with its reasonable business efforts to collect the Accounts Receivable account receivables without first having obtained the authorization in writing of Licensee. Broker shall separately account for all amounts collected on Licensee's behalf and remit to Licensee such amounts every two weeks in arrears during the Broker Collection Period. Broker shall send to Licensee monthly in arrears during the Broker Collection Period an aging report with respect to such accounts receivable. Any of the accounts receivable that are not collected during the Broker Collection Period shall be reassigned to Licensee at the end of the Broker Collection Period, after which Broker shall have no further obligation to Licensee with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period")accounts receivable. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business Broker 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain not 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 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 Receivableof the accounts receivable without Licensee's prior written consent, except with or to withhold any proceeds of the approval of Meridian. ATS shall not incur any liability accounts receivable or to Meridian for retain any uncollected account unless ATS shall have engaged in willful misconduct receivable or gross negligence in the performance of its obligations set forth in this Section. During and payment on account thereof after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation expiration of the Accounts Receivable Broker Collection Period for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinereason whatsoever.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian Business Escrow Closing Date at the Facility. All payments received from government agencies for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability to Meridian 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Dispensary Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian 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 ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting Broker acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for Commencement Date, shall remain the account property of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineaccordance with Attachment G hereto.

Accounts Receivable. At the closing(i) Seller shall retain its right, Meridian 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 Meridian Business. Meridian 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or period prior to the Closing Date. As At least three (3) Business Days prior to Closing, Seller shall 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 Retained Accounts Receivablematerial respects to the best of Seller’s knowledge. (ii) Payments received by Purchaser or Seller after the Closing Date from third party payors and private pay residents shall be handled as follows: (A) If such payments relate to the period prior to the Closing Date, Meridian they shall retain be first payable, at Purchaser’s election, to amounts due under any accounts payable with respect to any Assigned Contracts which are the sole responsibility of Seller and exclusive 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 same as Meridian inspect all receipts of Purchaser during weekday business hours in its sole discretion may determineorder to confirm Purchaser’s compliance with the obligations imposed on it under this Section 9.1(a). (v) Nothing herein shall be deemed to limit in any 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 closingTBA Date, Meridian Seller shall appoint ATS its ------------------- agent assign to Buyer for the purpose of collecting collection purposes only all Accounts Receivable relating to the Meridian BusinessReceivable. Meridian 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 Meridian BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to the Meridian Business will be for the account of MeridianSeller. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian Seller with a list of, and pay over to MeridianSeller, without set-off or deduction, the amounts collected during such calendar month with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as monthly basis; no later than the case may be, copies 15th day of all correspondence relating to Accounts Receivableeach month. ATS Buyer shall provide Meridian 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 Meridian Seller if ATSBuyer, in its sole discretion, chooses to retain such Accounts ReceivableAccount. Meridian 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 Meridian 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 MeridianSeller. ATS Buyer shall not incur any no liability to Meridian 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 Meridian Seller nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, purposes except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian 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 Meridian BusinessClosing. Meridian 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 Meridian Business. Subject to account within three days after Closing, and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridiansaid 180-day period. ATS Following the expiration of said 180- day period, Seller shall not incur any liability be free to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same take such action as Meridian Seller may in its sole discretion may determinedetermine to collect any Accounts Receivable then outstanding.

Accounts Receivable. (a) At the closingClosing, Meridian 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 Meridian BusinessClosing Date. Meridian 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 Meridian BusinessAccounts Receivable. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any no liability to Meridian 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 Meridian Seller nor its agents shall make any direct solicitation of any of the Accounts Receivable for collection purposes, except for . (b) Buyer shall deposit on a monthly basis into an account identified by Seller at the time of Closing the amounts collected during the Collection Period with respect to the Accounts Receivable retained by Meridian after Receivable. On or before the fifth day following the end of each calendar month in the Collection Period, Buyer shall furnish Seller with a list of the amounts collected during such calendar month with respect to the Accounts Receivable. The provisions of Seller shall be entitled to inspect and/or audit the records maintained by Buyer pursuant to this Section 5.9 from time to time, upon reasonable advance notice. On or before the fifth day following the end of each calendar month in the Collection Period, Buyer shall not apply furnish Seller with a list of, and pay over to those certain Seller, the amounts collected during such calendar month with respect to the Accounts Receivable set forth in Section 2.4 Receivable. (c) Following the expiration of the Meridian Disclosure Schedule or 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 other Accounts Receivable which Meridian, 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"). Following the Collection Period, provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to Seller may pursue collections of all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At The accounts receivable shown on the closingBalance Sheet arose in the ordinary course of business, Meridian 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 Meridian Businessreceivables. Meridian 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 Meridian 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 Meridian 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 Meridiansuch 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 Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 net of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinedoubtful accounts reflected therein.

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, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 accordance with the approval of Meridian. ATS shall not incur any liability remittance advice pertaining to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinesuch amount.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts (with at least the care and diligence that Time Broker uses to collect its own accounts receivable) to collect for Licensee its Accounts Receivable as shown on the Schedule of Accounts Receivable delivered by Licensee for a period of one hundred fifty (150) days following the Commencement Date; provided, that Time Broker's obligation to collect the Accounts Receivable with respect shall survive the Closing Date (as defined in the Purchase Agreement) to the Meridian Business extent necessary for Time Broker to collect the Accounts Receivable for a period of ninety one hundred fifty (90150) days after following the Closing Date (Commencement Date. All payments received by Time Broker from any customer whose name appears in the "Collection Period")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. Any 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 Meridian 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 Meridian with a list of, and pay over remit to Meridian, the amounts collected Licensee collections received by Time Broker with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. 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 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior Licensee with respect to the Closing Date. As collection of its accounts and shall not be obligated to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right take any action to collect same as Meridian in its sole discretion may determinesuch accounts.

Accounts Receivable. At the closing, Meridian 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 Meridian BusinessClosing. Meridian 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 Meridian Business. Subject to account within three days after Closing and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. 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 Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts ReceivableSeller's account. 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 Meridian 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 Meridiansuch 180-day period. ATS Following the expiration of said 180-day period, Seller shall not incur any liability be free to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same take such action as Meridian Seller may in its sole discretion may determinedetermine to collect any Accounts Receivable then outstanding.

Accounts Receivable. At 3.1. On each Transition Date, TRS shall pay to the closingapplicable Tenant, Meridian 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 Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after ordinary course; provided, however, that notwithstanding the Closing Date a complete and detailed statement showing the nameforegoing, amount and age of each non-governmental Transferred Accounts Receivable that are outstanding for more than sixty (60) days as of the Meridian Business. Subject to applicable Transition Date shall be valued at $0.00, and limited by the following, revenues relating to the governmental Transferred Accounts Receivable relating to the Meridian Business will be that are outstanding for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of more than ninety (90) days as of the applicable Transition Date shall be valued at $0.00. From and after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from applicable Transition Date, Tenants shall not have any customer with an account which is an right or obligation to pursue collection of any Transferred Accounts Receivable with 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 to the Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATS, hold such funds in its sole discretion, chooses to retain such Accounts Receivable. 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 Meridian 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 Meridian. ATS shall not incur any liability Tenant relating to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to order facilitate such Tenant’s recovery of amounts owed in respect of the Closing Date. As to all Retained Accounts Receivable, Meridian and the applicable Tenant shall retain reimburse TRS or Five Star, as applicable, for any reasonable out-of-pocket costs and expenses incurred by TRS or Five Star in connection with the sole and exclusive right to collect same as Meridian in its sole discretion may determineforegoing.

Accounts Receivable. At SCHEDULE 3.15 is a true, correct and complete listing in all material respects and aging of the closingCompany's accounts receivable as of the last day of the last full calendar month preceding the date hereof determined in accordance with generally accepted accounting principles consistently applied and determined in a manner consistent with the presentation in the Interim Financial Statements. All of such accounts receivable have arisen in bona fide arm's length transactions in the ordinary course of business and, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Businessknowledge of the Company and the Owners, are valid and binding obligations of the account debtors. Meridian shall deliver Such accounts receivable are not subject to ATS counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts have been established by the Company and are set forth on or as soon as practicable SCHEDULE 3.15 and which reserves have been adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (30) days thereafter, the Owners will deliver to Buyer a true, correct and complete listing in all material respects and detailed statement showing the name, amount and age of each Accounts Receivable aging of the Meridian Business. Subject to and limited by Company's accounts receivable as of the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after day immediately preceding the Closing Date determined in accordance with generally accepted accounting principles consistent with the presentation in the Financial Statements (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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 ReceivableClosing Date Receivables"), provided to be appended as part of SCHEDULE 3.15 hereto. SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Retained Accounts Receivable Closing Date, the Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and, to the knowledge of the Company and the Owners, are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15. The reserves for doubtful accounts established by the Company and reflected or to be reflected on SCHEDULE 3.15 or on the Financial Statements have been or shall be determined in a written notice delivered to ATS by Meridian on or prior to accordance with generally accepted accounting principles consistently applied and are and shall be consistent with the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain presentation in the sole and exclusive right to collect same as Meridian in its sole discretion may determineFinancial Statements.

Accounts Receivable. At the closing, Meridian BEA shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian BEA Business. Meridian BEA 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 Meridian BEA Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian BEA Business will be for the account of MeridianBEA. 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 Meridian BEA Business for a period of ninety (90) 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 Meridian BEA 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 BEA and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and BEA until the validity of the application is determined. During the Collection Period, ATS shall furnish Meridian xxxxxxx XXX with a list of, and pay over to MeridianBEA, the amounts collected with respect to the Accounts Receivable with respect to the Meridian BEA Business on a bi-weekly monthly basis and forward to MeridianBEA, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian BEA 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 Meridian BEA if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian BEA 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 Meridian BEA 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 MeridianBEA. ATS shall not incur any liability to Meridian BEA 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 Meridian BEA nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian BEA 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Effective, if at all, upon the closingearlier to occur of Closing or the commencement of the effectiveness of the applicable TBA, Meridian shall appoint ATS Citicasters hereby appoints American its ------------------- agent and American hereby appoints Citicasters its agent for the purpose of collecting all Accounts Receivable relating to the Meridian BusinessCiticasters Station and the American Stations, respectively. Meridian Each party shall deliver to ATS the other on or as soon as practicable after the earlier to occur of the applicable TBA Date or the Closing Date (but, in any event, within ten (10) days after such earlier date) a complete and detailed statement showing the name, amount and age of each Accounts Account Receivable of the Meridian Businessits Stations. Subject to and limited by the following, revenues relating to the Citicasters Accounts Receivable relating to and the Meridian Business American Accounts Receivable will be for the account of MeridianCiticasters and American, respectively. ATS Each agent shall use the same collection procedures as it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Meridian Business which it is acting as agent for a period of ninety (90) 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 Meridian 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 Meridian the other with a list of, and pay over to Meridianthe other, the amounts collected with respect to the Accounts Receivable with respect to which it is acting as agent within five (5) days after the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as end of each month during the case may be, copies of all correspondence relating to Accounts ReceivableCollection Period. ATS Each agent shall provide Meridian 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 in good faith attempt to negotiate the value of such Accounts Receivable, which ATS the purchasing party shall pay to Meridian the other if ATSthe purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Meridian 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 such value, and ATS each party agrees to turn over to Meridian 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 Meridianthe other party. ATS Neither agent shall not incur any liability to Meridian any other party for any uncollected account Accounts Receivable 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Meridian Business. Meridian 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 Meridian 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 RBF ("Seller Accounts Receivable relating to the Meridian Business will be for the account of MeridianReceivable") 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 Meridian Business for For a period of ninety one hundred twenty (90120) days after following the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall for no remuneration 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 collected in connection with the Seller Accounts Receivable to the debtor's oldest account receivable first, except that any such accounts collected by Buyer who are also indebted to Buyer for programs and announcements broadcast on any of the Stations may be applied to Buyer's account if so directed by the debtor or under circumstances in which there is a bona fide dispute between RBF and such account debtor with respect to such account. Buyer's obligation and authority shall not extend to the Meridian 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 RBF, at RBF's expense, as to any litigation or other collection efforts instituted by RBF 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian 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 RBF on a monthly basis, by the fifteenth (15) day of the month following the month for which remittance is due. Buyer shall deliver to RBF 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 RBF, in which event such specified amounts shall be paid over to RBF. Buyer shall not have the right to compromise, settle or adjust the amounts of any one of the Seller Accounts Receivable retained by Meridian after the Collection Periodwithout RBF's prior written consent. The provisions of this Section RBF shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As promptly pay all sales commissions relating to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in of its sole discretion may determineaccounts receivable whenever RBF receives payment thereon.

Accounts Receivable. At the closingClosing, Meridian Sellers shall appoint ATS its ------------------- agent assign to Buyer, for the purpose of collecting collection purposes only, all Accounts Receivable relating to the Meridian BusinessReceivable. Meridian 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 Meridian BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to the Meridian Business by Buyer following Closing will be for the account of MeridianSellers. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian 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 Meridian Sellers with a list of, and shall pay over to MeridianSellers, the amounts collected during the preceding month with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Meridian 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 Meridian 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. Meridian 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 Meridian 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 MeridianSellers. ATS Buyer shall not incur any no liability to Meridian 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 Meridian 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 Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. 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 Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for (a) For a period of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected Closing Date with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridianare 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 Meridian on or prior which have been assigned to the Closing Date. As Seller and are payable by such account debtor to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSeller.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Non-Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian 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 ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian bank accounts designated by Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian 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 Meridian Business. Meridian 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 Meridian 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 Meridian Principal Services Revenue and Non-Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Business for a period Purchased Receivables, computed in accordance with GAAP on an accrual basis (net of ninety (90) 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 Meridian 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 Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Meridian BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Meridian 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 Meridian 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 Meridian Business will be for the account Schedule of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business delivered by Licensee for a period of ninety one hundred fifty (90150) 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 Meridian 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 Meridian with a list of, and pay over remit to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business Licensee on a bi-weekly basis and forward to Meridianbasis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian 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 Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 Meridian. ATS shall not incur any liability to 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 Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.. Time Broker shall

Accounts Receivable. At The accounts receivable shown on the closingCompany Balance Sheet arose in the ordinary course of business, Meridian shall appoint ATS consistent with past practice, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company's and its ------------------- agent Subsidiaries' past practice and are sufficient to provide for any losses which may be sustained on realization of the purpose receivables. The accounts receivable of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable Company and its Subsidiaries 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 practice, 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 namebook 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 and the Subsidiaries' past practice which are or shall be sufficient to provide for any losses which may be sustained on realization of the Meridian Businessreceivables. Subject None of the accounts receivable of the Company and its Subsidiaries 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 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 Meridian Business will be and no agreement for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable deduction or discount has been made with respect to the Meridian Business for a period of ninety (90) 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 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 Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide 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 Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. 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 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 collectionaccounts receivable. Schedule 2.21 of the Company Disclosure Letter sets forth an aging of the Company's and its Subsidiaries' accounts receivable in the aggregate and by customer, and ATS shall not make any such referral or compromiseindicates the amounts of allowances for doubtful accounts and warranty returns, nor settle or adjust as of the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations date set forth in this Sectiontherein. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation Schedule 2.21 of the Accounts Receivable for collection purposesCompany 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, except for Accounts Receivable retained by Meridian after including the Collection Period. The provisions type and amounts of this Section shall not apply to those certain Accounts Receivable such claims, as of the date set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinetherein.

Accounts Receivable. At the closingClosing, Meridian Seller shall appoint ATS its ------------------- agent assign to Buyer for the purpose of collecting collection purposes only all Accounts Receivable relating to the Meridian BusinessReceivable. Meridian Seller shall deliver to ATS Buyer on or as soon as practicable after the Closing Date date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BusinessAccount Receivable. Subject to and limited by the following, revenues relating to collections of the Accounts Receivable relating to the Meridian Business will be for the account of MeridianSeller. ATS Buyer shall use its reasonable endeavor in the ordinary course of business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) 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 Meridian Business shall first be applied in reduction of the Accounts Account Receivable, unless the customer contests has commenced legal action specifically disputing an outstanding balance and so directs in writing with the validity of such applicationaccompanying payment. During the Collection Period, ATS Buyer shall furnish Meridian Seller with a list ofof , and pay over to MeridianSeller, the amounts collected during such calendar month with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablemonthly basis. ATS Buyer shall provide Meridian 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 on 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 Meridian Seller if ATSBuyer, in its sole discretion, chooses to retain such Accounts ReceivableAccount. Meridian 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 Meridian 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 MeridianSeller. ATS Buyer shall not incur any no liability to Meridian 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 Meridian Seller nor its agents shall make any direct solicitation of the Accounts Account Receivable for collection purposes, purposes except for Accounts Receivable retained by Meridian 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 Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, 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 Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.