Common use of Collection of Receivables Clause in Contracts

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreement.

Collection of Receivables. At To the earlier extent necessary, WFBC hereby appoints Seller as agent for WFBC for purposes of collection of accounts purchased by WFBC hereunder. As WFBC’s agent for the collection of accounts purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC in accordance with Seller’s customary practices and in compliance with applicable law. Seller will furnish to WFBC, upon request, any and all papers, documents and records in its possession or control related to accounts purchased by WFBC hereunder, or related to Seller’s business relationship with the respective account debtors, and agrees to cooperate fully with WFBC on all matters related to collection of accounts purchased by WFBC hereunder. WFBC reserves the right to terminate such agency at any time or without cause or notice to Seller. Seller authorizes WFBC to forward directly to account debtors statements or invoices on accounts purchased by WFBC hereunder, and to request payment at such address or to such bank account or lock box as may be designated by WFBC. Seller agrees that, if any payment made to Seller on any account purchased by WFBC from Seller hereunder, Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT TO WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment fee in the amount of fifteen percent (15%) of the Non-License Transfer amount of any payment on account of a purchased Account which has been received by Customer and not delivered in kind to WFBC on the second business day following the date of receipt by Seller. If any goods relating to an account purchased by WFBC hereunder shall be returned to or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Daterepossessed by Seller, Seller shall furnish give prompt notice thereof to Buyer a list WFBC and shall hold such goods in trust for WFBC, separate and apart from Seller’s own property, and such goods shall be owned solely by WFBC and be subject to WFBC’s direction and control. Seller shall properly store and protect such goods and agrees to cooperate fully with WFBC in any subsequent disposition thereof for the benefit of WFBC. Seller authorizes WFBC to collect, xxx for and give releases for, in the name of Seller or WFBC in WFBC’s sole discretion, all amounts due on accounts sold to WFBC hereunder. Seller specifically authorizes WFBC to endorse, in the name of Seller, all checks, drafts, trade acceptances or other forms of payment tendered by account debtors in payment of accounts sold to WFBC hereunder and made payable to Seller. WFBC shall have no liability to Seller for any mistake in the application of any payment received with respect to any account; provided WFBC has not acted in bad faith or has not be grossly negligent, it being the specific intent of the Accounts Receivable parties hereto that WFBC shall have no liability hereunder for its own negligence. Seller hereby waives notice of nonpayment of any account sold to WFBC hereunder as well as any and all other notices with respect to such accounts, demands or presentations for payment, and agrees that WFBC may extend or renew from time to time the payment of, or vary, reduce the amount payable under or compromise any of the terms of, any account purchased by accounts WFBC, in each case without notice to or the consent of Seller. Seller further authorizes WFBC (or its designee) to open and remove the amounts then owing. Buyer agreescontents of any post office box of Seller or WFBC (or its designee) which WFBC believes contains mail relating to accounts, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivableand in connection therewith or otherwise, to receive, open and dispose of mail addressed to Seller which WFBC believes may relate to accounts, and in order to further assure receipt by WFBC (or its designee) of mail relating to such accounts, to notify other parties including customers and postal authorities to change the address for delivery of such mail addressed to Seller at such address as WFBC may designate. WFBC agrees to use its reasonable efforts (with at least measures to preserve the care and diligence Buyer uses contents of any such mail which does not relate to collect its own accounts receivable) to collect for Sellers the Accounts Receivable purchased hereunder and to remit deliver same to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period Seller (or, if any such day is a Saturdayat the election of WFBC, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect notify Seller of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request address where Seller may take possession of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellerssuch contents; provided, howeverif Seller does not take possession of such contents within 30 days after notice from WFBC to take possession thereof, WFBC may dispose of such contents without any liability to Seller.) Seller hereby irrevocably appoints WFBC (and any employee, agent or other person designated by WFBC, any of whom may act without joinder to the others) as Seller’s attorneys-in-fact and agents, in Seller’s name, place, and stead, to take all actions, execute and deliver all notices, negotiate such instruments and other documents, as may be necessary or advisable to permit WFBC (or its designee) to take any and all of the actions described in this paragraph or to carry out the purpose and intent thereof, as fully and for all intents and purposes as Seller could itself do, and hereby ratifies and confirms all that Buyer shall have the right said attorneys-in-fact and agents may do or cause to seek indemnification in accordance with the terms and conditions of this Agreementbe done by virtue hereof.

Collection of Receivables. At To the earlier extent necessary, WFBC hereby appoints Seller as agent for WFBC for purposes of collection of accounts purchased by WFBC hereunder. As WFBC’s agent for the collection of accounts purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC in accordance with Seller’s customary practices and in compliance with applicable law. Seller will furnish to WFBC, upon request, any and all papers, documents and records in its possession or control related to accounts purchased by WFBC hereunder, or related to Seller’s business relationship with the respective account debtors, and agrees to cooperate fully with WFBC on all matters related to collection of accounts purchased by WFBC hereunder. WFBC reserves the right to terminate such agency at any time or without cause or notice to Seller. Seller authorizes WFBC to forward directly to account debtors statements or invoices on accounts purchased by WFBC hereunder, and to request payment at such address or to such bank account or lock box as may be designated by WFBC. Seller agrees that, if any payment made to Seller on any account purchased by WFBC from Seller hereunder, Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT TO WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment fee in the amount of fifteen percent (15%) of the Non-License Transfer amount of any payment on account of a purchased Account which has been received by Customer and not delivered in kind to WFBC on the second business day following the date of receipt by Seller. If any goods relating to an account purchased by WFBC hereunder shall be returned to or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Daterepossessed by Seller, Seller shall furnish give prompt notice thereof to Buyer a list WFBC and shall hold such goods in trust for WFBC, separate and apart from Seller’s own property, and such goods shall be owned solely by WFBC and be subject to WFBC’s direction and control. Seller shall properly store and protect such goods and agrees to cooperate fully with WFBC in any subsequent disposition thereof for the benefit of WFBC. Seller authorizes WFBC to collect, sxx for and give releases for, in the name of Seller or WFBC in WFBC’s sole discretion, all amounts due on accounts sold to WFBC hereunder. Seller specifically authorizes WFBC to endorse, in the name of Seller, all checks, drafts, trade acceptances or other forms of payment tendered by account debtors in payment of accounts sold to WFBC hereunder and made payable to Seller. WFBC shall have no liability to Seller for any mistake in the application of any payment received with respect to any account; provided WFBC has not acted in bad faith or has not be grossly negligent, it being the specific intent of the Accounts Receivable parties hereto that WFBC shall have no liability hereunder for its own negligence. Seller hereby waives notice of nonpayment of any account sold to WFBC hereunder as well as any and all other notices with respect to such accounts, demands or presentations for payment, and agrees that WFBC may extend or renew from time to time the payment of, or vary, reduce the amount payable under or compromise any of the terms of, any account purchased by accounts WFBC, in each case without notice to or the consent of Seller. Seller further authorizes WFBC (or its designee) to open and remove the amounts then owing. Buyer agreescontents of any post office box of Seller or WFBC (or its designee) which WFBC believes contains mail relating to accounts, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivableand in connection therewith or otherwise, to receive, open and dispose of mail addressed to Seller which WFBC believes may relate to accounts, and in order to further assure receipt by WFBC (or its designee) of mail relating to such accounts, to notify other parties including customers and postal authorities to change the address for delivery of such mail addressed to Seller at such address as WFBC may designate. WFBC agrees to use its reasonable efforts (with at least measures to preserve the care and diligence Buyer uses contents of any such mail which does not relate to collect its own accounts receivable) to collect for Sellers the Accounts Receivable purchased hereunder and to remit deliver same to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period Seller (or, if any such day is a Saturdayat the election of WFBC, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect notify Seller of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request address where Seller may take possession of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellerssuch contents; provided, howeverif Seller does not take possession of such contents within 30 days after notice from WFBC to take possession thereof, WFBC may dispose of such contents without any liability to Seller.) Seller hereby irrevocably appoints WFBC (and any employee, agent or other person designated by WFBC, any of whom may act without joinder to the others) as Seller’s attorneys-in-fact and agents, in Seller’s name, place, and stead, to take all actions, execute and deliver all notices, negotiate such instruments and other documents, as may be necessary or advisable to permit WFBC (or its designee) to take any and all of the actions described in this paragraph or to carry out the purpose and intent thereof, as fully and for all intents and purposes as Seller could itself do, and hereby ratifies and confirms all that Buyer shall have the right said attorneys-in-fact and agents may do or cause to seek indemnification in accordance with the terms and conditions of this Agreementbe done by virtue hereof.

Collection of Receivables. At the earlier 1.1. From time to time so long as no Rxxxxxxxx Default has occurred and is continuing, you will refer all invoices evidencing Orders to us for collection of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for balance due (“Referred Accounts”) and you hereby appoint us as your collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer agent with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection thereto, and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer we shall have the right to seek indemnification collect (except as otherwise provided herein), and we shall provide the collection services for such Referred Accounts and Receivables and serve as your collection agent, in accordance with and subject to the terms and conditions of this Agreement. Subject to the terms of this Agreement, upon each sale of your Inventory or rendition by you of services you shall execute and deliver to us such further and confirmatory evidence of our authority as collection agent with respect to your Receivables as we reasonably require from time to time, including copies of invoices or such equivalent electronic document as we may designate for such use, and all shipping or delivery receipts and such other proof of sale and delivery or performance. All invoices (and other statements to Customers) evidencing Referred Accounts shall clearly state, in a manner reasonably satisfactory to us, that each Receivable is payable to us in our capacity as collection agent on your behalf. The form on Exhibit A annexed hereto is satisfactory to us. We understand and agree that with respect to CR Receivables, Orders withdrawn in accordance with Section 2 below and/or any Orders with respect to an account debtor that we have previously denied Credit Approval that you have the right to retain other collection agencies to provide collection agency services. 1.2. You or the Credit Agreement Agent may recall, upon prior written notice to us, any Referred Account previously referred to us in your sole discretion (other than Purchased Receivables for which we have paid you the Purchase Price thereof) during a Rxxxxxxxx Default or a Credit Agreement Default (the “Redirection Right”), all of which accounts shall automatically be deemed Charged Back by us to you at the time of our receipt of such notice. When an account is so recalled, we will promptly, and no later than three (3) Business Days after issuance of such recall notice, cooperate with you, or your designee or the Credit Agreement Agent, to notify your Customers that such Receivables have been reassigned from us to you or your designee or the Credit Agreement Agent and that you or your designee or the Credit Agreement Agent shall have the sole right to collect and otherwise deal with such Receivables, including without limitation, by delivering written authorization to Customers to remit such payments in accordance with your instruction or the Credit Agreement Agent’s instruction. If litigation has been initiated on such a withdrawn account, but not brought to judgment, we will cooperate in transitioning the same and obtaining documentation needed to substitute legal counsel if and as you request. You shall be required to pay all reasonable and documented out-of-pocket expenses incurred by us in connection with any of the foregoing.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller Buyer shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate use commercially reasonable efforts to collect the Accounts accounts and notes receivable reflected in the Closing Statement (the “Receivables”) generally in accordance with the billing and collection practices currently applied by Buyer’s Affiliates in the collection of their accounts and notes receivable, except that with respect to any particular Receivable, Buyer shall be under no obligation to use its reasonable efforts commence or not to commence litigation to effect collection and may make any adjustment, concession or settlement that in Buyer’s good faith judgment is commercially reasonable. In connection with the collections by Buyer, if a payment is received from an account debtor that has not designated the invoice being paid thereby, such payment shall be applied to the earliest invoice outstanding with respect to indebtedness of such account debtor, except for those invoices that are subject to a dispute to the extent of such dispute. (b) Buyer shall, on or before the fifteenth Business Day of each calendar month commencing with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day second complete calendar month following the last day Closing Date, deliver to the Representative a written report of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer following information with respect to the Accounts Receivable. Buyer shall not make any referral or compromise Receivables: (i) the aggregate amount of any Accounts Receivable to a collection agency or attorney for collection the Receivables (and shall not compromise for less than full value any Account Receivable without the prior written consent number of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty accounts comprising such Receivables); and (150ii) days following the aggregate amount of cash collections of the Receivables during the period from the Closing Date shall revert through the date of such report. (c) If, after giving effect to Sellers all adjustments, concessions and settlements made and collection fees incurred (or their designeesin each case in accordance with Section 7.9(a). ), Buyer shall reassignhas not collected, without recourse within 90 days after the Closing Date, an amount equal to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto the excess of the Receivables over the allowance for doubtful accounts shown on the same day Closing Statement (such excess being referred to herein as it remits to Sellers (or their designees) the collections received. All payments in respect “Net Amount of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance Receivables”), then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification require Sellers to pay Buyer an amount equal to (i) the Net Amount of Receivables minus (ii) the amount collected in accordance cash (after giving effect to the items set forth above) by Buyer during such 90 day period in respect of the Receivables; provided, that concurrently with the terms payment by Sellers of such amount, Buyer shall reassign to Sellers all such uncollected Receivables. Sellers shall pay such amount promptly upon request by Buyer by wire transfer of immediately available funds to a bank account designated by Buyer. (d) If, after the Closing Date, Sellers shall receive any remittance or payment from any account debtors with respect to any Receivables (excluding any Receivables reassigned to Sellers), Sellers shall endorse such remittance or payment to the order of Buyer and conditions forward it to Buyer promptly following receipt thereof. Conversely, if, after the Closing Date, Buyer shall receive any remittance or payment with respect to any Excluded Assets or any Receivable after such Receivable has been reassigned to Sellers, Buyer shall endorse such remittance or payment to the order of this AgreementSellers and forward it to Sellers promptly following receipt thereof. The parties shall cooperate with each other in connection with the foregoing and to facilitate the transition of collections as promptly as practicable.

Collection of Receivables. At The Purchaser shall have the earlier right and authority during the period commencing as of the Non-License Transfer or the Phase I Closing and Phase II Closing, Sellers as applicable, and ending the date that each Closing Receivable (as defined below) has been paid in full to the Seller as provided below, to collect for its own account all accounts and notes receivables of the applicable Portion of the Business included in the Purchased Assets acquired by the Purchaser upon the consummation of such Closing (the “Closing Receivables”) and to endorse with the name of the applicable Selling Affiliate any checks or drafts received with respect to any Closing Receivables. The Seller shall assign (i) deliver to the Accounts Receivable to Buyer for collection purposes onlyPurchaser such documentation of, andand information relating to, the Closing Receivables as the Purchaser shall reasonably request and (ii) within ten (10) business days Business Days of its receipt thereof, deliver to the Purchaser any cash or other property received by them in respect of any Closing Receivables, net of the amount of any accounts payable constituting Assumed Liabilities paid by the Seller or its Affiliates after the Transfer applicable Closing Date. From and after the applicable Closing Date, the Purchaser shall promptly deliver or cause to be delivered to the Seller shall furnish to Buyer a list or the applicable Selling Affiliate any proceeds of the Accounts Receivable by accounts and notes receivables received directly or indirectly by the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following Purchaser or the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer Acquired Companies with respect to any Excluded Assets or businesses or assets of the Accounts Receivable. Buyer shall not make any referral Seller and its Affiliates other than the Purchased Assets or compromise the Business, net of the amount of any Accounts Receivable to a collection agency accounts payable constituting Excluded Liabilities paid by the Purchaser or attorney for collection and shall not compromise for less than full value any Account Receivable without its Affiliates after the prior written consent of Sellersapplicable Closing Date. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreement.Section 5.16

Collection of Receivables. At the earlier of the Non-License Transfer or After the Closing, Sellers shall assign the Accounts Receivable Company will ------------------------- deliver to Buyer a schedule of Receivables. Buyer agrees to use commercially reasonable efforts to collect the Receivables for collection purposes onlythe benefit of the Company. From the Closing Date through the one hundred twenty (120) day period following the Closing (the "Collection Period"), andBuyer shall collect the cash proceeds from the Receivables (the "Collections"). Any collections from any account debtor who is an account debtor on any of the Receivables shall be credited against the account of such account debtor in the order the accounts receivable owing therefrom with respect to any of the Stations were invoiced, within ten except to the extent a legitimate dispute exists with respect to a particular receivable and Buyer promptly notifies the Company of such dispute or to the extent that any account debtor designates in writing to which invoice any payment should be applied. Within five (105) business days after the Transfer Dateend of each broadcast month during the Collection Period, Seller Buyer shall furnish deliver to Buyer the Company (i) a list statement or report showing all Collections during such broadcast month, (ii) a wire transfer in an amount equal to the aggregate amount of the Accounts Receivable by accounts Collections during such broadcast month, and the amounts then owing(iii) all records of uncollected Receivables. Buyer agrees, for a period of one hundred fifty Within five (1505) days following after the Transfer Dateend of the Collection Period, without Buyer shall deliver to the Company (i) a final statement or report showing all Collections made during the Collection Period, (ii) a wire transfer in an amount equal to any requirement remaining Collections which had not been previously remitted to litigate to collect the Accounts ReceivableCompany, to use its reasonable efforts and (iii) all records of uncollected Receivables, and thereafter Buyer shall have no further obligations with at least the care and diligence respect thereto, except that Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to shall promptly remit to Sellers (the Company all Collections made or their designees) on received after the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts ReceivableCollection Period. Buyer shall not make agree to any referral settlement, discount or compromise reduction of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable of the Receivables without the prior written consent of Sellersthe Company. Any Account Receivable Buyer's collection obligation under this Section shall not collected by Buyer within one hundred fifty (150) days following include any obligation to bring suit or take other legal action for the Closing Date shall revert to Sellers (or their designees)collection of the Receivables. Buyer shall reassignnot assign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (pledge or their designees) the collections received. All payments grant a security interest in respect any of the Accounts Receivable received during Receivables to any third party or claim a security interest or right in or to any of the one hundred fifty (150) day period shall be first applied Receivables and Buyer's obligations to make payment to the oldest balance then due on Company of the Accounts Receivable unless the account debtor indicates in writing that payment is Collections shall not be subject to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to any set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementwhatsoever.

Collection of Receivables. At “Receivables” means all rental payments, expense reimbursements and other monetary obligations of any kind due and owing or to become due and owing by tenants to Seller for the earlier period prior to the Closing Date under the Leases. Purchaser shall undertake reasonable efforts on behalf of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable Seller to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, collect all Receivables for a period of one hundred fifty six months from the Closing Date (150which shall include the submission of monthly invoices and follow-up invoices, and may (but need not) days following include the Transfer commencement or continuation of litigation or other proceedings), it being agreed that any monies received by Purchaser from and after the Closing Date from any person liable for any portion of the Receivables to be collected by Purchaser shall be applied (after payment of all reasonable costs of collection, including reimbursement to Seller or Purchaser of any legal fees or collection costs reasonably incurred by either of them) as follows, (unless the tenant properly identifies the payment as being for a specific item): first to the payment of monies owed to Seller and Purchaser for the billing period in progress on the Closing Date, without second to any requirement current sums and arrearages owed to litigate Purchaser (relating to billing periods after the billing period in progress as of the Closing Date), and last to the balance of the Receivables. All monies received by Purchaser which are to be applied to Receivables owed to Seller shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt. Notwithstanding the foregoing, Seller shall retain the right to collect (in such manner as it shall deem appropriate) (a) Receivables due from tenants who have vacated the Accounts ReceivableProperty prior to the Closing Date, and (b) subject to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) limitations imposed in this Section 3.2, those Receivables listed on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if Rent Roll; and Purchaser shall not be required to undertake any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer collection efforts with respect to those Receivables. With respect to any pending litigation or other proceedings to collect any Receivables from tenants in occupancy on the Accounts Receivable. Buyer Closing Date, Purchaser shall have the option of either (i) continuing the litigation or proceedings (the costs of which shall be equitably apportioned between Seller and Purchaser, based upon the amounts ultimately paid to each, and reimbursed out of the first monies collected, if any) and Purchaser shall be substituted as the plaintiff, if necessary, or (ii) of not continuing the litigation, whereupon Seller may continue such litigation in its own name and at its sole cost and expense, provided that such litigation shall not make any referral result in the eviction of the tenant or compromise the termination of any Accounts Receivable to a collection agency or attorney for collection its Lease without Purchaser’s consent, and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not all sums collected by Buyer Seller as a result of the litigation (after payment of all costs and expenses of Seller and Purchaser) shall be applied in full satisfaction of the applicable Receivables. If within one hundred fifty (150) 60 days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect any of the Accounts Receivable received during Receivables to be collected by Purchaser and paid to Seller have not been collected and paid to Seller and Purchaser is not making reasonable efforts to collect those Receivables, then Seller may undertake its own efforts to collect those Receivables, including the one hundred fifty commencement of litigation and other proceedings (150but Seller shall not seek to evict any tenant or terminate any Lease), and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses of Seller and Purchaser) day period shall be first applied in full satisfaction of the applicable Receivables. Purchaser and Seller shall reasonably cooperate with each other in the collection of Receivables and shall execute any documents reasonably requested by the other 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementcollect those Receivables.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers STC shall assign the Accounts Receivable Xxxxxxxx Receivables to Buyer HAT for collection purposes only, and, within ten (10) business days after the Transfer Closing Date, Seller STC shall furnish to Buyer HAT a list of the Accounts Receivable such Xxxxxxxx Receivables by accounts and the amounts then owing. Buyer HAT agrees, for a during the period of days remaining between the date of the STC Transfer Date and one hundred fifty (150) days following from such date (the Transfer Date"Xxxxxxxx Collection Period"), without any requirement to litigate to collect the Accounts Receivablesuch Xxxxxxxx Receivables, to use its reasonable efforts (with at least the care and diligence Buyer HAT uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable STC such Xxxxxxxx Receivables and to remit to Sellers (or their designees) Xxxxxxxx on the fifth (5th) day following the last day of each month occurring during such one hundred fifty (150) day period the Xxxxxxxx Collection Period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer HAT with respect to the Accounts Receivablesuch Xxxxxxxx Receivables. Buyer HAT shall not make any referral or compromise of any Accounts Xxxxxxxx Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Xxxxxxxx Receivable without the prior written consent of SellersXxxxxxxx. Any Account Xxxxxxxx Receivable not collected by Buyer HAT within one hundred fifty (150) days following the Closing Date Xxxxxxxx Collection Period shall revert to Sellers (or their designees)Xxxxxxxx. Buyer HAT shall reassign, without recourse to BuyerXxxxxxxx, each Account Xxxxxxxx Receivable and deliver to SellersXxxxxxxx, all records relating thereto on the same day as it HAT remits to Sellers (or their designees) Xxxxxxxx the collections received. All payments in respect of the Accounts Receivable Xxxxxxxx Receivables received during the one hundred fifty (150) day period Xxxxxxxx Collection Period shall be first applied to the oldest balance then due on the Accounts Receivable Xxxxxxxx Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer HAT agrees, upon the reasonable request of SellersSTC, to furnish to Sellers STC and Xxxxxxxx periodic reports on the status of its Accounts ReceivableXxxxxxxx Receivables. Buyer HAT shall have no right to set-off any amounts collected for Accounts the Xxxxxxxx Receivable for any amounts owed to Buyer HAT by SellersSTC; provided, however, that Buyer HAT shall have the right to seek indemnification in -------- ------- accordance with the terms and conditions of this Agreement.

Collection of Receivables. At the earlier If any Account Receivable outstanding ------------------------- as of the Non-License Transfer Closing Date shall be or become overdue and owing for a period in excess of one hundred eighty (180) days after date of invoice, at Lydall's request, Affinity shall repurchase (in the Closingmanner described below) said Account Receivable from Lydall for its then unpaid balance within 5 business days of Lydall's request, Sellers shall assign the provided that Affinity's obligation to repurchase Accounts Receivable shall be subject to Buyer for collection purposes only, and, within ten the following: (10a) business days after the Transfer Date, Seller Lydall shall furnish promptly and diligently attempt to Buyer a list collect all of the Accounts Receivable before the end of 180-day collection period above referred to, but Lydall shall not be required to institute legal proceedings for this purpose; (b) any amounts received by accounts Lydall with respect to an Account Receivable from an account debtor shall be applied against the invoice to which it relates; (c) Lydall agrees to permit Affinity, including its attorneys, accountants, agents and designees, such access to the amounts then owing. Buyer agrees, for a period records of one hundred fifty (150) days following the Transfer Date, without any requirement Lydall relating to litigate to collect the Accounts Receivable, to use its reasonable efforts and Lydall's collection thereof during normal business hours as necessary; (with at least the care and diligence Buyer uses to collect its own accounts receivabled) to collect for Sellers the Accounts Receivable and to remit to Sellers if: (or their designeesi) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer products with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any which there is an Account Receivable without are returned by a customer (other than for repair or replacement) before Lydall receives payment from Affinity under this Section 12.02, and (ii) such products are reasonably marketable by Lydall, then the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect amount of the Accounts Receivable received during the one hundred fifty (150) day period related to such products that Lydall may require Affinity to repurchase shall be first applied reduced by an amount equal to the oldest balance then due on standard cost under Affinity's system that was incurred by Affinity in producing such returned products less any cost of rework incurred by Lydall and a reasonable restocking charge. If such reasonably marketable products are returned after Lydall instituted its rights to require Affinity to repurchase, Lydall shall reverse or eliminate the set-off to the extent of an amount equal to the standard cost incurred by Affinity in producing such goods less any cost of rework incurred by Lydall and a reasonable restocking charge. The return of any products which are not reasonably marketable by Lydall shall not result in a reduction of the amount of Affinity's obligation under this Section 12.02. (e) Lydall shall transfer to Affinity all rights to the Accounts Receivable unless with respect to which Lydall has exercised its repurchase rights under this Section 12.02 as well as those Accounts Receivable which come within the limitation set forth in Section 15.01. For purposes of collecting the unpaid Accounts Receivable, Affinity may utilize the services of Lydall's personnel, as provided in Section 8.20. Affinity may use all commercially reasonable means of collecting the unpaid Accounts Receivable, including, but not limited to, the institution of legal action against the account debtor indicates debtor. Affinity, in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon collecting the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its unpaid Accounts Receivable. Buyer shall have no right , will make commercially reasonable efforts to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance maintain Lydall's relationship with the terms and conditions of this Agreement.account;

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller KPMG shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate use reasonable efforts to collect the Accounts accounts receivable, notes receivable and WIP pertaining to the Consulting Business and included in the Excluded Assets or retained by KPMG pursuant to Sections 3.6 and 3.8 (the “Section 6.10 Receivables”) generally in accordance with the billing and collection practices presently applied by KPMG in the collection of its accounts receivable, notes receivable and WIP, except that with respect to any particular Section 6.10 Receivable, KPMG shall be under no obligation to commence litigation to effect collection and, after consultations with Consulting, may make any adjustment, concession or settlement which in the good faith judgment of KPMG is commercially reasonable. In connection with the collections by KPMG, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall be applied to the earliest invoice outstanding with respect to indebtedness of such account debtor, except for those invoices which are subject to a dispute to the extent of such dispute. Consulting will use its reasonable efforts to assist KPMG in the collection of the Section 6.10 Receivables. (with at least b) KPMG shall, on or before the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last tenth business day of each calendar month occurring during such one hundred fifty commencing with the second complete calendar month following the Effective Date, deliver to Consulting a written report (150“Collection Report”) day period (or, if any such day is a Saturday, Sunday or holiday, on of the next day on which banking transactions are resumed), collections received by Buyer following information with respect to the Accounts Receivable. Buyer shall not make any referral or compromise Section 6.10 Receivables: (i) The aggregate amount of any Accounts Receivable to a collection agency or attorney for collection the Section 6.10 Receivables (and shall not compromise for less than full value any Account Receivable without the prior written consent number of Sellers. Any Account Receivable accounts comprising such Section 6.10 Receivables); and (ii) The aggregate amount of cash collections of the Section 6.10 Receivables during the period from the Effective Date through the date of the Collection Report. (c) If KPMG has not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert close of business on June 29, 2000, as to Sellers (or their designees). Buyer shall reassign, without recourse any Section 6.10 Receivable an amount equal to Buyer, each Account the excess of such Section 6.10 Receivable and deliver to Sellers, all records relating thereto on over the same day as it remits to Sellers (or their designees) the collections received. All payments allowance for doubtful accounts in respect of such Section 6.10 Receivable, (such excess being referred to herein as the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance “Net Amount of Receivable”), then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer KPMG shall have the right to seek indemnification require Consulting to pay KPMG an amount equal to (i) the Net Amount of Receivable minus (ii) the amount collected in accordance cash in respect of such Section 6.10 Receivable by KPMG during the period prior to June 30, 2000; provided that concurrently with the terms and conditions payment by Consulting of this Agreement.such amount, KPMG shall assign to Consulting such uncollected Section 6.10 Receivable. Upon any

Collection of Receivables. At Borrower and Lender acknowledge and agree as follows: (a) Upon Borrower’s failure to make any payment within ten (10) days after it is due under the earlier Note or under any of the Non-License Transfer or other Loan Documents, Lender shall deliver written notice of such default to Borrower (the Closing“Notice of Payment Default”). (b) Borrower shall have five (5) days after delivery of the Notice of Payment Default (the “Cure Period”) to cure such default and bring all payments under the Note and under any of the other Loan Documents current. (c) In the event that Borrower does not cure such default and bring all payments current within the Cure Period, Sellers then Lender shall assign use commercially reasonable efforts, as determined by Lender in its sole and absolute discretion, to pursue collection efforts against the Accounts Receivable to Buyer for collection purposes only, Receivables at Borrower’s sole cost and expense and, within ten (10) business days after the Transfer Dateexpiration of the Cure Period, Seller (i) Borrower shall furnish deliver, and shall cause NV5 and Xxxxx to Buyer deliver, to Lender a list of all receivables of Borrower, NV5 and Xxxxx as of the Accounts Receivable by accounts date of the Notice of Payment Default (collectively, the “Receivables”), including the amount and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day aging of each month occurring during such one hundred fifty of the Receivables and each debtor’s name, address, telephone number and contact person, and (150ii) day period (orBorrower shall deliver, if any such day is a Saturdayand shall cause NV5 and Xxxxx to deliver, Sunday or holiday, on written notice to each debtor under the next day on which banking transactions are resumed), collections received by Buyer Receivables to direct all payments with respect to the Accounts Receivable. Buyer Receivables pursuant to Lender’s instructions. (d) On and after the expiration of the Cure Period, Borrower shall deliver, and shall cause NV5 and Xxxxx to deliver, to Lender any and all payments received with respect to the Receivables. (e) Any and all payments received by Lender with respect to the Receivables shall be applied to Borrower’s payment obligations to Lender under the Note and under any of the other Loan Documents. (f) Notwithstanding anything to the contrary contained herein, (i) Lender shall not make be required to pursue collection efforts against any referral or compromise Receivables arising after the date of the Notice of Payment Default, (ii) Lender shall not be required to file suit to collect payment from any of the debtors under the Receivables, (iii) Lender shall not be required to pursue collection efforts for payment of any Accounts Receivable to a collection agency or attorney for collection and of the Receivables aged more than ninety (90) days at the time that the Notice of Payment Default is delivered, (iv) Lender shall not compromise be required to pursue collection efforts for payment of any Receivables which are less than full value $10,000.00, (v) Lender shall not be required to file claims against any Account Receivable without of the prior written consent debtors under the Receivables in the event of Sellers. Any Account Receivable a bankruptcy filing by such debtor, and (vi) Lender shall not collected by Buyer within one hundred fifty be required to pursue collection of the Receivables for more than ninety (15090) days following after the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect issuance of the Accounts Receivable received during Notice of Payment Default. (g) Lender makes no assurances to Borrower as to its ability, or the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request ability of Sellersothers, to furnish collect sums under the Receivables. (h) Borrower’s failure to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance comply with the terms provisions and conditions of this AgreementSection 10.3 shall be deemed an impediment to Lender’s collection efforts with respect to the Collateral and Xxxxxx shall become fully and unconditionally liable to Lender for all “Guarantied Obligations” (as defined in the Springing Guaranty) under the Springing Guaranty.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller Sellers shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer DateDate (the "COLLECTION PERIOD"), without any requirement to litigate or engage any third party to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth tenth (10th) business day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed)Collection Period, collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. At all times during the Collection Period, Buyer shall promptly notify Sellers of any claim made by an Account Receivable debtor that such debtor is not obligated to make payment. In any such case, Buyer shall, at the written request of Sellers, reassign, without recourse to Buyer, the associated Account Receivable, and Sellers shall thereafter have the exclusive right to enforce the collection of such Account Receivable. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following during the Closing Date Collection Period shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on at the same day as it remits to Sellers (or their designees) end of the collections receivedCollection Period. All payments in respect of the Accounts Receivable received by Buyer (whether during the one hundred fifty (150) day period Collection Period or otherwise), shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor debtor, without any consultation or discussions with Buyer or Buyer's representatives to such effect, indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivableotherwise. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided. During the Collection Period, howeverSellers will not make efforts to collect Accounts Receivable, that Buyer shall have the right except those with respect to seek indemnification in accordance with the terms and conditions of this Agreementwhich Seller has requested reassignment as described above.

Collection of Receivables. At The Sellers jointly and severally guarantee that the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Closing Accounts Receivable will be fully paid to the Buyer for collection purposes only, and, within ten (10) business in accordance with their terms at their recorded amounts not later than 120 days after the Transfer Closing Date, Seller shall furnish except that up to Buyer a list $25,000 in the aggregate of the such Closing Accounts Receivable by accounts will be fully paid to the Buyer at their recorded amounts not later than 180 days (rather than 120 days) after the Closing Date. From the Closing until 120 days after the Closing Date (and until 180 days after the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer Closing Date with respect to the Accounts Receivable. Buyer shall not make any referral or compromise $25,000 of any Closing Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer whose payment is guaranteed within one hundred fifty (150) 180 days following after the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied pursuant to the oldest balance then due on first sentence of this Section), the Accounts Receivable unless Buyer will apply its standard accounts receivable collection procedures to the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Closing Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, the Buyer will not be required to institute suit, utilize third-party collection agencies or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Buyer shall have or any such collection agency or other agent will not relieve the right to seek indemnification Sellers and the Shareholders from their guarantee of the Closing Accounts Receivable as described in accordance with the terms and conditions first sentence of this AgreementSection. In order to determine whether a Closing Account Receivable has been collected for purposes of the first sentence of this Section, the following shall apply: (a) if the customer, at the time of payment or thereafter, specifies that a particular payment made by such customer applies to a Closing Account Receivable or to an account receivable generated by the Buyer after the Closing Date (a "Customer Specification"), such Customer Specification shall control; and (b) if no Customer Specification is made, payments received from a customer after the Closing Date shall be applied first to the oldest account receivable from such customer. Upon payment in full from the Sellers and the Shareholders to the Buyer of any Closing Account Receivable guaranteed pursuant to the first sentence of this Section, such Closing Account Receivable shall, without further action of any part, become the property of the Sellers.

Collection of Receivables. At Receivables," as used in this Section, means all rental payments, expense reimbursements and other monetary obligations of any kind past due and owing or to become past due and owing by tenants to Seller with respect to any period prior to the earlier Closing Date under the Leases. Purchaser shall undertake reasonable efforts on behalf of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable Seller to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, collect all Receivables for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following six months from the Closing Date (which shall revert to Sellers include the submission of monthly invoices and follow-up invoices, and may (but need not) include the commencement or their designeescontinuation of litigation or other proceedings). Buyer shall reassign, it being agreed that any monies received by Purchaser from and after the Closing Date from any person liable for any portion of the Receivables (including, without recourse limitation, payments by tenants for operating expenses in excess of their estimated payments) shall be applied (after payment of all reasonable costs of collection, including reimbursement to BuyerPurchaser of any legal fees or collection costs reasonably incurred by Purchaser) as follows, each Account Receivable unless the tenant properly identifies the payment as being for a specific item: first to any current sums and deliver arrearages owed to SellersPurchaser (relating to billing periods after the billing period in progress as of the Closing Date), all records relating thereto second to the payment of monies owed to Seller and Purchaser for the billing period in progress on the same day as it remits Closing Date, and last to Sellers (or their designees) the collections receivedbalance of the Receivables. All payments in respect of the Accounts Receivable monies received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is by Purchaser or Seller which are to be applied otherwise due pursuant to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request preceding sentence shall be held in trust by Purchaser or Seller for the benefit of Sellers, the party entitled thereto and remitted to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification such party promptly after receipt in accordance with the terms preceding sentence. Notwithstanding the foregoing, Seller shall retain the sole right to collect (in such manner as it shall deem appropriate) Receivables due from tenants who have vacated the Property prior to the Closing Date and conditions Purchaser shall not be required to undertake any collection efforts with respect to those Receivables. With respect to any pending litigation or other proceedings to collect any Receivables from tenants in occupancy on the Closing Date, Purchaser shall have the option of this Agreementeither (i) continuing the litigation or proceedings (the costs of which shall be equitably apportioned between Seller and Purchaser, based upon the amounts ultimately paid to each, and reimbursed out of the first monies collected, if any) and Purchaser shall be substituted as the plaintiff, if necessary, or (ii) not continuing the litigation, whereupon the Seller may continue such litigation in its own name and at its sole cost and expense, provided that such litigation shall not result in the eviction of the tenant or the termination or modification (as to future obligations) of its Lease without Purchaser's consent, and all sums collected by Seller as a result of the litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the applicable Receivables. If, within six months following the Closing Date, any of the Receivables to be collected by Purchaser have not been collected and paid to Seller, then Seller may undertake its own efforts to collect those Receivables, including the commencement of litigation and other proceedings (but Seller shall not seek to evict any tenant or terminate any Lease), and all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the applicable Receivables. Purchaser and Seller shall reasonably cooperate with each other in the collection of Receivables and shall execute any documents reasonably requested by the other to collect those Receivables.

Collection of Receivables. At The Purchaser shall have the earlier right and authority during the period commencing as of the Non-License Transfer or the Phase I Closing and Phase II Closing, Sellers as applicable, and ending the date that each Closing Receivable (as defined below) has been paid in full to the Seller as provided below, to collect for its own account all accounts and notes receivables of the applicable Portion of the Business included in the Purchased Assets acquired by the Purchaser upon the consummation of such Closing (the “Closing Receivables”) and to endorse with the name of the applicable Selling Affiliate any checks or drafts received with respect to any Closing Receivables. The Seller shall assign (i) deliver to the Accounts Receivable to Buyer for collection purposes onlyPurchaser such documentation of, andand information relating to, the Closing Receivables as the Purchaser shall reasonably request and (ii) within ten (10) business days Business Days of its receipt thereof, deliver to the Purchaser any cash or other property received by them in respect of any Closing Receivables, net of the amount of any accounts payable constituting Assumed Liabilities paid by the Seller or its Affiliates after the Transfer applicable Closing Date. From and after the applicable Closing Date, the Purchaser shall promptly deliver or cause to be delivered to the Seller shall furnish to Buyer a list or the applicable Selling Affiliate any proceeds of the Accounts Receivable by accounts and notes receivables received directly or indirectly by the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following Purchaser or the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer Acquired Companies with respect to any Excluded Assets or businesses or assets of the Accounts Receivable. Buyer shall not make any referral Seller and its Affiliates other than the Purchased Assets or compromise the Business, net of the amount of any Accounts Receivable to a collection agency accounts payable constituting Excluded Liabilities paid by the Purchaser or attorney for collection and shall not compromise for less than full value any Account Receivable without its Affiliates after the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the applicable Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementDate.

Collection of Receivables. At (a) The Sellers hereby guarantee the earlier collection of 100% of the Non-License Transfer or Company's accounts receivable included in the Closingcalculation of Closing Date Balance Sheet (the "Closing Date Receivables"), Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business not later than 90 days after the Transfer Closing Date (the "AR Deadline"). If any amount of the Closing Date Receivables is not collected as of the AR Deadline, the Purchaser shall give notice thereof to the Seller, and the Seller shall promptly reimburse the Purchaser for the amount thereof. The Company's accounts receivable shall be collected in such manner after the Closing Date as the Purchaser deems appropriate, and payments from the account debtors shall be applied in such manner as the Purchaser shall determine. The Sellers agree that, from and after the Closing Date, Seller the Company shall furnish to Buyer a list of have the Accounts Receivable by accounts right and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) authority to collect for its own account the Closing Date Receivables in accordance with the procedures and policies of the Purchaser applicable under the circumstances, but the Company shall have no obligation to resort to legal action or other third party collection methods. (b) Any amounts received from the account debtor of a Closing Date Receivable shall be applied as the Company may determine, except for amounts which the account debtor has directed to be applied to a particular debt. (c) To the extent that any Closing Date Receivable remains outstanding upon expiration of the AR Deadline, the Company may, at the Purchaser's discretion, continue to attempt to collect such Closing Date Receivable, or may give notice of the non-collectability of such Closing Date Receivable to the Sellers, and the Sellers shall have the Accounts Receivable and to remit to Sellers (or their designees) on opportunity, during the fifth ten-day period following the last day date of each month occurring during such one hundred fifty (150) day period (ornotice, if any such day is a Saturday, Sunday or holiday, on to consult with and advise the next day on which banking transactions are resumed), collections received by Buyer Purchaser and the Company with respect to the Accounts Receivable. Buyer manner in which such Closing Date Receivable may be collected, it being understood by the parties hereto that the Purchaser and the Company shall have the sole right, but not the obligation, to implement any such collection methods and that the Sellers shall not make contact any referral or compromise account debtors in respect of any Accounts Receivable to a such collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior express written consent of Sellersthe Purchaser in each instance. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following Upon the Closing Date expiration of such ten-day period, the Purchaser shall revert to Sellers (or their designees). Buyer shall reassignhave the right, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellersits sole discretion, to furnish continue to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellerspursue collection thereof; provided, however, that Buyer the Purchaser may at any time thereafter exercise its right of indemnification under Section 5.3; provided, however, that if Xxxxxx or the Purchaser seek indemnification under the terms of this Agreement or otherwise and is awarded damages, Xxxxxx or the Purchaser, as the case may be, shall only be entitled to receive the greater of the amount of damages awarded or the amount of receivables owing, but not both. (d) Upon receipt of payment of the uncollected Closing Date Receivables from the Sellers, Purchaser shall cause the Company to assign to the Sellers such uncollected Closing Date Receivables, and the Sellers shall have the right to seek indemnification in accordance pursue the collection of outstanding Closing Date Receivables for their own account within a reasonable time before the applicable statute of limitation for the collection of such funds has run; provided, that the Sellers shall confer with the terms Purchaser at least 10 days prior to taking legal action and, during such 10 day period or any time thereafter, the Purchaser, in its sole discretion, may elect to cause the Company to take back any outstanding Closing Date Receivable assigned to the Seller pursuant to this subsection (v), and conditions the Sellers shall assign such outstanding Closing Date Receivable to the Purchaser. If the Purchaser elects to cause the Company to take back any such uncollected Closing Date Receivable, the Purchaser shall reimburse the amount, if any, paid to it by the Sellers on account of this Agreementthe uncollectability of such Closing Date Receivable. (e) The Sellers agree to use their best efforts not to injure any customer relationships of the Company, Xxxxxx, or the Purchaser in collecting the Receivables.

Collection of Receivables. At the earlier of the Non-License Transfer or After the Closing, Sellers shall assign the Accounts Receivable Seller will deliver to Buyer a schedule of Excluded Receivables (other than Excluded Receivables that are then more than 120 days old). Buyer agrees to use commercially reasonable efforts to collect the Excluded Receivables for collection purposes onlythe benefit of Seller. From the Closing Date through the one hundred twenty (120) day period following the Closing (the “Collection Period”), andBuyer shall collect the cash proceeds from the Excluded Receivables (the “Collections”). Any collections from any account debtor who is an account debtor on any of the Excluded Receivables shall be credited against the account of such account debtor in the order the accounts receivable owing therefrom with respect to any of the Stations were invoiced, within ten except to the extent a legitimate dispute exists with respect to a particular receivable and Buyer promptly notifies Seller of such dispute or to the extent that any account debtor designates in writing to which invoice any payment should be applied. Within five (105) business days after the Transfer Dateend of each broadcast month during the Collection Period, Buyer shall deliver to Seller shall furnish (1) a statement or report showing all Collections, together with collections of Buyer’s receivables, during such broadcast month, (ii) a wire transfer in an amount equal to Buyer a list the aggregate amount of the Accounts Receivable by accounts Collections during such broadcast month, and the amounts then owing(iii) all records of uncollected Excluded Receivables. Buyer agrees, for a period of one hundred fifty Within five (1505) days following after the Transfer Dateend of the Collection Period, without Buyer shall deliver to Seller (i) a final statement or report showing all Collections, together with collections of Buyer’s receivables, made during the Collection Period, (ii) a wire transfer in an amount equal to any requirement remaining Collections which had not been previously remitted to litigate to collect the Accounts ReceivableSeller, to use its reasonable efforts and (with at least the care iii) all records of uncollected Excluded Receivables, and diligence thereafter Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer shall have no further obligations with respect thereto. In the event that Buyer receives payment of any Excluded Receivable after the Collection Period, Buyer shall remit the same to the Accounts ReceivableSeller. Buyer shall not make agree to any referral settlement, discount or compromise reduction of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable of the Excluded Receivables without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees)Seller. Buyer shall reassignnot assign, without recourse pledge or grant a security interest in any of the Excluded Receivables to any third party or claim a security interest or right in or to any of the Excluded Receivables and Buyer, each Account Receivable ’s obligations to make payment to Seller of the Collections shall not be subject to any set-off whatsoever. Seller shall remain liable for and deliver to Sellers, shall pay all records relating thereto on the same day as commissions it remits to Sellers (or their designees) the collections received. All payments might owe in respect of any Excluded Receivable collected after the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementClosing Date.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business Within ninety days after the Transfer date of this Agreement (the “Lockbox Effective Date”), the Borrower shall open and maintain, pursuant to the Lockbox Account Agreement, (i) a lockbox (the “Lockbox”), and (ii) a blocked account in the name of the Borrower, subject to the security interest of the Agent (the “Lockbox Deposit Account”), into which all checks, drafts and other documents and instruments received in the Lockbox evidencing remittances in payment by accounts debtors to the Borrower (collectively, “Items of Payment”) shall be deposited. Items of Payment remitted to the Lockbox Deposit Account will be processed in accordance with the Lockbox Account Agreement. Commencing on the Lockbox Effective Date, Seller the Borrower shall furnish instruct its account debtors to Buyer a list remit all Items of Payment to the Lockbox. (b) Notwithstanding the obligations of the Accounts Receivable Borrower under subsection (a) to instruct its account debtors to remit all Items of Payment to the Lockbox on and after the Lockbox Effective Date, if the Borrower receives any Items of Payment or any other Collections of any kind after such date, the Borrower shall deposit, within one Business Day of its receipt thereof, such Items of Payment and all other Collections and other cash, checks or other funds from time to time received by accounts the Borrower from any source, into the Lockbox Deposit Account. The Borrower will, at all times on and after the Lockbox Effective Date, (i) not commingle any Items of Payment received by it with any of its other funds or property, but instead segregate such Items of Payment from its other assets and hold them in trust and for the account and as the property of the Agent until depositing them in the Lockbox Deposit Account, and (ii) endorse any Item of Payment received by it for deposit into the Lockbox Deposit Account. (c) The Agent will credit all Items of Payment and all other Collections deposited into the Lockbox Deposit Account to the Loan Account, conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 p.m. (New York time) by the Agent at the Agent’s Payment Account, or such other deposit account as the Agent may designate. In all cases, the Loan Account will be credited only with the net amounts actually received in payment of Receivables. (d) The Borrower agrees that the Agent will direct the Lockbox Bank to wire transfer on a daily basis to the Agent’s Payment Account all amounts from time to time on deposit in the Lockbox Deposit Account (up to the aggregate then outstanding amount of the Obligations), and the Agent shall apply any and all such amounts received by it from the Lockbox Bank to such of the Obligations then owing. Buyer agreesdue and owing and in such order as it may elect in its sole and absolute discretion, for except as otherwise provided in Section 2.6(e) and (f). (e) So long as no Default or Event of Default shall have occurred and be continuing, the Agent shall (i) apply any and all amounts received by it from the Lockbox Account as contemplated by Section 2.6(d), after the Obligations then due and owing have been paid in full, on a period daily basis to prepay outstanding Borrowings to the extent that such Borrowings consist of one hundred fifty Base Rate Advances, until such Base Rate Advances are repaid in full, and (150ii) days following wire transfer all additional amounts, after the Transfer Date, without Obligations then due and owing have been paid in full and there are no longer any requirement to litigate to collect the Accounts ReceivableBase Rate Advances outstanding, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by SellersBorrower’s Account; provided, however, that Buyer if the Borrower so advises the Agent prior to 10:00 a.m. (New York time) on any Business Day, the Borrower may direct the Agent to apply any such additional amounts to the prepayment of one or more Borrowings consisting of LIBOR Rate Advances. On such date, the LIBOR Rate Advances selected by the Borrower shall automatically convert to Base Rate Advances, whether or not the Borrower has complied with and notwithstanding the provisions of Section 2.2(c), and the Borrower shall indemnify the Lenders against any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund such converted LIBOR Rate Advances. (f) If a Default or Event of Default shall have occurred and be continuing, the right Agent shall apply any and all amounts received by it from the Lockbox Account as contemplated by Section 2.6(d) to seek indemnification such of the Obligations, whether or not then due and owing, and in accordance with such order as the terms Agent may elect in its sole and conditions of this Agreementabsolute discretion.

Collection of Receivables. At (a) Seller shall, by letter prepared by Buyer in form and substance reasonably satisfactory to Seller (the earlier “Letter”), irrevocably authorize, instruct and direct that the account parties of all Transferred Accounts Receivable constituting Purchased Assets (such parties, the “Account Parties”) commencing on the Closing Date shall make and deliver all payments relating thereto to such location, bank and account (the “Lockbox Account”) as Buyer shall specify. The Letter shall cover all such matters as Buyer shall reasonably determine. If, notwithstanding such Letter, any of the Non-License Transfer Account Parties remit payments directly or indirectly to Seller instead of to the Lockbox Account, Seller agrees that it shall promptly (and in any event no later than five business days following receipt) deliver all such payments (including but not limited to negotiable instruments which shall be duly endorsed by Seller to the order of Buyer) to Buyer. Commencing immediately following the Closing, Sellers shall assign Seller hereby irrevocably designates, makes, constitutes and appoints Buyer (and all Persons designated by Buyer) as its true and lawful attorney-in-fact to do any of the following in the sole discretion of Buyer: to receive, give receipts for, take, endorse, assign, deliver, deposit, demand, collect, xxx on, compound, and give acquittance for any and all information, documents, payments forms (including without limitation negotiable and non-negotiable instruments) and proceeds received by Buyer via the Lockbox Account or from Seller that relate to the Transferred Accounts Receivable constituting Purchased Assets of the Account Parties. Without limiting the foregoing, and subject to the further terms and conditions of the IT Services Agreement, Seller agrees to provide to Buyer for all accounting, billing and collection purposes onlyrecords of Seller reasonably required by Buyer and related accounting, and, within ten billing and collection support (10including any IT support related thereto) business days after the Transfer Date, from Seller as shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received reasonably be requested by Buyer with respect to all Rental Contracts transferred to Buyer hereunder and all Account Parties for a period of up to 90 days after the Closing Date. (b) In respect of Rejected Accounts Receivable. , if any payment with respect thereto is remitted directly or indirectly to Buyer instead of to Seller, Buyer agrees that it shall promptly (and in any event no later than five business days following receipt) deliver all such payments (including but not make any referral or compromise of any Accounts Receivable limited to a collection agency or attorney for collection and negotiable instruments which shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected be duly endorsed by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is order of Seller) to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementSeller.

Collection of Receivables. At the earlier (a) The notes and accounts receivable of the NonStations generated prior to the Closing Date (the "Pre-License Transfer or closing Receivables") shall be and remain the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business property of Seller. Within 10 days after the Transfer Closing Date, Seller shall furnish to Buyer with a list (certified by the President or Chief Financial Officer of a general partner of Seller to be a true and complete list) of all notes and accounts receivable of Seller which were outstanding as of the Accounts Receivable by accounts and the amounts then owingClosing. Buyer agrees, for agrees that it shall remit to Seller any payments it receives in respect of any Pre-closing Receivable (net of agency commissions) no later than the 10th day of the month following receipt thereof and shall deliver to Seller concurrently with such remittance a report showing the status of collection of the Pre-closing Receivables. (b) During the period of one hundred fifty (150) days following commencing on the Transfer Closing Date and ending on the 120th day after the Closing Date, without any requirement to litigate to collect Buyer shall use reasonable efforts, consistent with Seller's current billing and collection practices and in the Accounts Receivableordinary course of the business of the Stations, to use its reasonable efforts (with at least effect the care and diligence collection of any outstanding Pre-closing Receivables; provided, however, that, notwithstanding the foregoing, Buyer uses shall be under no obligation to collect its own accounts receivable) commence litigation, employ counsel or engage the services of a collection agency to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivableeffect collection. Buyer shall not make any referral compromise, adjustment, concession or compromise settlement of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Pre-closing Receivable without the prior Seller's express written consent and Buyer shall be under no obligation to compromise, adjust, concede or settle any accounts receivable generated after the Closing or otherwise grant any credit or allowance to effect collection of Sellersa Pre-closing Receivable. Any Account Absent written evidence that an account debtor owing a Pre-closing Receivable not collected is disputing in good faith any portion of such Pre-closing Receivable, any payments received by Buyer within one hundred fifty after Closing from such account debtor shall be presumed to represent payment on any undisputed portion of such Pre-closing Receivable which is then outstanding (150with each such payment received from such account debtor to be applied first to the most-aged Pre-closing Receivable then owing from such account debtor). (c) Except as contemplated by Section 5.4(b), Seller agrees to remit to Buyer, not later than 10 days following after receipt thereof, any payment received by Seller after the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of an account receivable of Buyer or the Accounts Receivable received during Stations generated after the one hundred fifty (150) day period shall be first applied to Closing. In the oldest balance then due on event Seller receives any such payment and, in lieu of remitting the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed same to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions preceding sentence, elects to apply it to the payment of this Agreementa Pre-closing Receivable owing from the account debtor from whom it has been received, Seller will so notify Buyer in writing of such election.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers Seller shall assign the Accounts Receivable Receivables to Buyer Purchaser for collection purposes only, and, within ten five (105) business days Business Days after the Transfer Closing Date, Seller shall furnish to Buyer Purchaser a list of the Accounts Receivable Receivables by accounts and the amounts then owing. Buyer Purchaser agrees, for a period of one hundred fifty (150) days following the Transfer DateClosing Date (the "Collection Period"), without any requirement to litigate to collect the Accounts ReceivableReceivables, to use its reasonable best efforts (with at least the care and diligence Buyer Purchaser uses to collect its own accounts receivablereceivables) to collect for Sellers Seller the Accounts Receivable Receivables and to remit to Sellers (or their designees) Seller on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period the Collection Period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumedBusiness Day), collections received by Buyer Purchaser with respect to the Accounts ReceivableReceivables. Buyer With each remittance, Purchaser shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Purchaser shall not make any referral or compromise of any Accounts Receivable Receivables to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of SellersSeller. Any Account Receivable not collected by Buyer Purchaser within one hundred fifty (150) days following the Closing Date Collection Period shall revert to Sellers (or their designees)Seller. Buyer Purchaser shall reassign, without recourse to BuyerPurchaser, each Account Receivable and deliver to SellersSeller, all records relating thereto on the same day as it remits to Sellers (or their designees) Seller the collections received. All payments in respect of the Accounts Receivable Receivables received during the one hundred fifty (150) day period Collection Period shall be first applied to the oldest balance then due on the Accounts Receivable Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer Purchaser agrees, upon the reasonable request of SellersSeller, to furnish to Sellers Seller periodic reports on the status of its Seller's Accounts ReceivableReceivables. Buyer Purchaser shall have no right to set-off any amounts collected for Accounts Receivable Receivables for any amounts owed to Buyer Purchaser by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementSeller.

Collection of Receivables. At the earlier (a) As of the Non-License Transfer or the ClosingEffective Date, Sellers shall assign have transferred to Victxx xxx exclusive ownership and control of the Accounts Receivable Lockbox Accounts, and Sellers hereby agree to Buyer for collection purposes onlytake any further action reasonably necessary or that Victxx, and, within ten (10) business days XXI or the Trustee may reasonably request to effect or maintain the effectiveness of any such transfer. From and after the Transfer Effective Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right further right, title and/or interest in or control over any of the Lockbox Accounts. Unless instructed otherwise by the Trustee pursuant to set-off any its authority under the RPA, each Lockbox Bank shall be instructed to remit, on a daily basis, via overnight or same day transfer, all amounts collected for deposited in its Lockbox Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification Collection Account in accordance with the terms of a Lockbox Agreement substantially in the form of Exhibit 8.01 to the RPA. The Servicer shall advise Victxx xxxly of the amount of Collections received or to be received into the Collection Account on such day with respect to the Receivables and conditions Victxx xxxll determine the amounts of this Agreementsuch Collections which, pursuant to the terms of the RPA, may be used by Victxx xx purchase new Receivables hereunder. If Sellers or any of their agents or representatives shall at any time receive any cash, checks or other instruments which constitute Collections, such recipient shall segregate such payment and hold such payment in trust for and in a manner acceptable to Victxx xxx shall promptly after any such identification of payments aggregating at least $1,000.00 remit all such cash, checks and instruments, duly endorsed without recourse or with duly executed instruments of transfer without recourse, to a Lockbox Account or to the Collection Account. Victxx xxx notify any or all of the Obligors of the ownership of the Acquired Assets by Victxx xxx may direct any or all of the Obligors of Receivables included in the Acquired Assets to pay all amounts payable under any such Receivables directly to Victxx xx its designee (i) at any time, with contemporaneous notice to Sellers, after the occurrence and during the continuance of a Liquidation Event or (ii) otherwise, -23- 218 at any time following five (5) Business Days advance notice to Sellers. At Victor's request and at Sellers' expense, Sellers shall give notice of Victor's ownership of the Acquired Assets to each Obligor thereunder and direct that payments be made directly to Victxx xx its designee and assemble all Records of Sellers, and make the same available to Victxx xx a place selected by Victxx xx its successors and assigns (including TRI, the Trustee and the Investors). Each Seller hereby authorizes Victxx, xxd gives Victxx xxx irrevocable power of attorney, which authorization shall be coupled with an interest, to take any and all reasonable steps in such Seller's name and on behalf of such Seller, which steps are reasonably necessary or desirable, in the reasonable determination of Victxx, xx collect all amounts due under the Acquired Assets, including, without limitation, endorsing such Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. (b) Victxx xxxll, following notification that collections of any receivable or other intangible owed to a Seller or an Affiliate thereof, which is not a Acquired Asset, have been deposited into the Lockbox Accounts, segregate all such collections. Promptly, after such misapplied collections have been reasonably identified to Victxx, Xxxxxx xxxll turn over to such Seller or such Affiliate, as applicable, all such collections less all reasonable and appropriate out-of-pocket costs and expenses, if any, incurred by Victxx xx collecting such receivables.

Collection of Receivables. At the earlier If any Account Receivable listed on -------------------------- Schedule 1.06 shall be or become overdue and owing for a period in excess of the Non-License Transfer or the Closingone hundred twenty (120) days after date of invoice, Sellers at CML's request, CharterMed shall assign the repurchase said Account Receivable from CML for its then unpaid balance, provided that CharterMed's obligation to repurchase Accounts Receivable shall be subject to Buyer for collection purposes only, and, within ten the following: (10a) business days after the Transfer Date, Seller CML shall furnish promptly and diligently attempt to Buyer a list collect all of the Accounts Receivable before the end of 120-day collection period above referred to, but CML shall not be required to institute legal proceedings for this purpose; (b) any amounts received by accounts CML with respect to an Account Receivable from an account debtor shall be applied against the invoice to which it relates. (c) CML agrees to permit CharterMed, including its attorneys, accountants, agents and designees, such access to the amounts then owing. Buyer agrees, for a period records of one hundred fifty (150) days following the Transfer Date, without any requirement CML relating to litigate to collect the Accounts Receivable, to use its reasonable efforts and CML's collection thereof during normal business hours as CharterMed may deem necessary or desirable; (with at least the care and diligence Buyer uses to collect its own accounts receivabled) to collect for Sellers the Accounts Receivable and to remit to Sellers if: (or their designeesi) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer products with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any which there is an Account Receivable without are returned by a customer (other than for repair or replacement) before CML receives payment from CharterMed under this section 11.02, and (ii) such products are reasonably marketable by CML, then the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect amount of the Accounts Receivable received during the one hundred fifty (150) day period related to such products that CML may require CharterMed to repurchase shall be first applied reduced by an amount equal to the oldest balance then due on standard cost under CharterMed's system that was incurred by CharterMed in producing such returned products less any cost of rework incurred by CML and a reasonable restocking charge. If such reasonably marketable products are returned after CML instituted its rights to require CharterMed to repurchase, CML shall reverse or eliminate the set- off to the extent of an amount equal to the standard cost incurred by CharterMed in producing such goods less any cost of rework incurred by CML and a reasonable restocking charge. The return of any products which are not reasonably marketable by CML shall not result in a reduction of the amount of CharterMed's obligation under this Section 11.02. (e) CML shall transfer to CharterMed all rights to the Accounts Receivable unless with respect to which CML has exercised its repurchase rights under this Section 11.02 as well as those Accounts Receivable which come within the limitation set forth in Section 14.01. CharterMed may use all commercially reasonable means of collecting the unpaid Accounts Receivable, including, but not limited to, the institution of legal action against the account debtor indicates debtor. CharterMed, in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon collecting the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its unpaid Accounts Receivable. Buyer shall have no right , will make best efforts to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance maintain CML's relationship with the terms and conditions of this Agreement.account;

Collection of Receivables. (a) At the earlier of the Non-License Transfer or the Closing, Sellers Seller will take all appropriate action necessary to vest in Purchaser all right, title and interest in and to the Receivables. Purchaser shall assign use commercially reasonable efforts to collect the Accounts Receivable to Buyer for collection purposes only, and, within ten Receivables and until the 360th day following the Closing (10) business days after the Transfer Date“Collection Deadline”), Seller shall furnish provide such assistance to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer DatePurchaser, without any requirement charge, as is commercially reasonably necessary to litigate allow Purchaser to collect the Accounts ReceivableReceivables following Closing. Seller agrees to fully cooperate with Purchaser's lenders to establish lockbox accounts and similar arrangements in connection with collection of the Receivables, and execute any and all necessary documents and instruments in connection with such accounts and arrangements. Purchaser agrees to use its commercially reasonable efforts (with at least to collect, in full, the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts ReceivableReceivables. Buyer Purchaser shall not make any referral or compromise of any Accounts Receivable agree to a collection agency or attorney for collection and shall not compromise for accept less than full value payment or otherwise settle or forgive any Account portion of a Receivable without the prior written consent of SellersSeller. Any Account Receivable not collected by Buyer within one hundred fifty From Closing through the Collection Deadline, Purchaser and Seller shall work together to collect any Receivables which are more than sixty (15060) days past due, with Purchaser and Seller jointly participating in any collection activities with respect to such past due Receivables. Purchaser agrees to promptly provide without cost to Seller a report of open Receivables from time to time upon the written request of Seller. (b) For purposes of this Agreement, in the event any amounts are collected following the Effective Time from any Person or an Affiliate of such Person which owes (together with its Affiliates) amounts under more than one Receivable, or one or more receivables relating to the Business which is incurred subsequent to the Closing Date shall revert to Sellers (or their designees). Buyer shall reassignDate, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period any amounts so collected shall be first applied to the oldest balance then due Receivables to which the payment relates, as identified on the Accounts Receivable unless payment by invoice number or other identification, or as can be reasonably ascertained by the account debtor indicates Purchaser, using good faith efforts, based on the information in writing that payment is to be applied Purchaser's possession, and if not specifically identified, or otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellersnot reasonably ascertainable, to furnish the longest outstanding Receivable owed by such Person or Affiliate of such Person, as the case may be, and then to Sellers periodic reports on the status receivable or receivables generated after the Closing Date. IPEG and Purchaser agree that they will not attempt to influence any obligor of its Accounts Receivable. Buyer shall have no right any Receivable to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions specify a Purchaser invoice instead of this Agreementa Seller invoice.

Collection of Receivables. At Subject to the earlier Streamline Agreement of --------------------------- even date herewith between the Non-License Transfer or the ClosingBorrower and TBCC, Sellers Borrower shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers TBCC all Collections including all checks, drafts and other documents and instruments evidencing remittances in payment (or their designeescollectively referred to as "Items of Payment") within one Business Day after receipt, in the same form as received, with any necessary indorsements. For purposes of calculating interest due to TBCC, credit will be given for Collections and all other proceeds of Collateral and other payments to TBCC three Business Days after receipt of cleared funds. For all purposes of this Agreement any cleared funds received by TBCC later than 10:00 a.m. (California time) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, Business Day shall be deemed to have been received on the next day on which banking transactions are resumed)following Business Day and any applicable interest or fee shall continue to accrue. Borrower's Loan Account will be credited only with the net amounts actually received in payment of Receivables, collections received by Buyer with respect and such payments shall be credited to the Accounts ReceivableObligations in such order as TBCC shall determine in its discretion. Buyer shall Pending delivery to TBCC, Borrower will not make commingle any referral Items of Payment with any of its other funds or compromise property, but will segregate them from the other assets of any Accounts Receivable to a collection agency or attorney Borrower and will hold them in trust and for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is and as the property of TBCC. Borrower hereby agrees to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, endorse any Items of Payment upon the reasonable request re-quest of SellersTBCC. * SUBJECT TO THE STREAMLINE AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE BORROWER AND TBCC, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreement.TBCC LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller Buyer shall furnish cause the Company to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate use commercially reasonable efforts to collect the accounts and notes receivable reflected in the Closing Accounts before deducting the allowance for doubtful accounts (the “Gross Receivables”) generally in accordance with the billing and collection practices presently applied by the Group in the collection of its accounts and notes receivable, except that with respect to any particular Receivable, Buyer shall be under no obligation to use its reasonable efforts commence or not to commence litigation to effect collection and may make any adjustment, concession or settlement which in the good faith judgment of Buyer is commercially reasonable. In connection with the collections by the Group, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall be applied to the earliest invoice outstanding with respect to indebtedness of such account debtor, except for those invoices which are subject to a dispute to the extent of such dispute. (with at least b) Buyer shall, on or before the care and diligence Buyer uses to collect its own accounts receivablefifteenth (15th) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last business day of each calendar month occurring during such one hundred fifty commencing with the second (1502nd) day period complete calendar month following the Closing Date, cause the Company to deliver to Seller a written report (or, if any such day is a Saturday, Sunday or holiday, on “Collection Report”) of the next day on which banking transactions are resumed), collections received by Buyer following information with respect to the Accounts Receivable. Buyer shall not make any referral or compromise Receivables: (i) The aggregate amount of any Accounts Receivable to a collection agency or attorney for collection the Gross Receivables (and shall not compromise for less than full value any Account Receivable without the prior written consent number of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty accounts comprising such Receivables); and (150ii) days following The aggregate amount of cash collections of the Receivables during the period from the Closing Date shall revert through the date of the Collection Report. (c) If, after giving effect to Sellers all adjustments, concessions and settlements made and collection fees incurred (or their designeesin each case in accordance with Section 7.4(a). Buyer shall reassign), without recourse the Group has not collected, within twelve (12) months after the Closing Date, an amount equal to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto the excess of the Gross Receivables over the allowance for doubtful accounts shown on the same day Closing Accounts (such excess being referred to herein as it remits to Sellers (the “Net Amount of Receivables”), then Buyer or their designees) the collections received. All payments in respect Company or any of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer Subsidiaries shall have the right to seek indemnification require Sellers to pay the Buyer an amount equal to (i) the Net Amount of Receivables minus (ii) the amount collected in accordance cash (after giving effect to the items set forth above) by the Group during such twelve (12) month period in respect of the Receivables. Such amount shall be set off against and shall not in any case exceed any amount due by Buyer to the Sellers pursuant to Section 2.2 (b), (c), (d) and/or (f). Any receivable collected after First Anniversary but before Second Anniversary which has been set off against amounts due pursuant to Section 2.2 (b) and/or (c) shall increase accordingly payment due by Buyer to Sellers pursuant to Section 2.2 (d). (d) If, after the Closing Date, Sellers shall receive any remittance from any account debtors with respect to the terms Receivables, Sellers shall endorse such remittance to the order of the relevant member of the Group and conditions forward it to Buyer immediately upon receipt thereof, and any such amounts shall be deemed to have been collected by the relevant member of the Group for purposes of this AgreementSection 7.4.

Collection of Receivables. At the earlier The Parties acknowledge and agree that accounts receivable of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list Business do not constitute any part of the Accounts Receivable by Transferred Assets, however, subject to the restrictions and provisions of the Fair Debt Collection Practices Act and all statutes and regulations which concern customer privacy, Buyer agrees to use, and shall cause the Companies to use, its commercially reasonable efforts to collect accounts and receivable of the amounts then owing. Buyer agrees, Business which were accrued prior to the Closing Date for a period of one hundred fifty twenty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150120) days following the Closing Date Date. Notwithstanding the foregoing, neither Buyer nor any of the Companies shall revert be obligated to Sellers (take any action in connection with the collection of such accounts receivable, including but not limited to retaining the services of a collection agency or their designees)initiating legal action, if in Buyer’s reasonable judgment, such action would jeopardize Buyer’s or the Companies’ business, including but not limited to any relationship with a customer of the Business. Buyer shall reassigndoes not have any power or authority to, without recourse and will not negotiate any such receivables of the Business, including, but not limited to, offering discounts, rebates or other like structures. If any such payments are sent to Buyer, each Account Receivable the Companies or Seller regarding invoices and/or services performed, Buyer and deliver Seller shall reconcile such payment to Sellersa particular invoice and shall retain or, on a bi-weekly basis, forward any and all records relating thereto on such payments to the same day other, as it remits appropriate. Subject to Sellers (the limitations set forth in this Section, effective upon the Closing Date, Seller hereby constitutes and appoints Buyer, the Companies and their respective successors and assigns the true and lawful attorney in fact of Seller with full power of substitution, in the name of Buyer or their designees) the collections received. All payments in respect Companies, as appropriate, or the name of Seller, to collect all of the Accounts Receivable received during accounts receivable of the one hundred fifty (150) day period Business, and to endorse, without recourse, checks, notes and other instruments constituting or relating to such receivables in the name of Seller. The foregoing power is coupled with an interest and shall be first applied to irrevocable by Seller. Seller shall promptly reimburse Buyer for all reasonable costs and expenses incurred by Buyer or the oldest balance then due on the Accounts Receivable unless the account debtor indicates Companies (as applicable) in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance connection with the terms and conditions of agreements set forth in this AgreementSection 5.15.

Collection of Receivables. At The Borrowers will cause all moneys, checks, notes, drafts and other payments relating to or constituting proceeds of Receivables, or of any other Collateral, to be collected in accordance with a cash management system, acceptable to Lender in its sole discretion (the earlier "CASH MANAGEMENT SYSTEM"). The Cash Management System shall include a mechanism, acceptable to Lender in its sole discretion, whereby immediately upon each receipt by Lender, on behalf of a Borrower, of a LEC Payment, Borrowers shall provide Lender a good faith written estimate of the Non-License Transfer or amount of such LEC Payment believed in its reasonable judgment to be owed to Wholesale Billing and Collection Customers (the Closing"WHOLESALE PORTION"), Sellers which Wholesale Portion PLUS an additional percentage of the Wholesale Portion (to be determined in Lender's sole discretion), shall assign be transferred to an investment account with Lender, held in the Accounts Receivable to Buyer for collection purposes onlyname of a Borrower (the "INVESTMENT ACCOUNT"). For the twelve (12) months following the Effective Date, and, within ten no later than thirty (1030) business days after the Transfer Datereceipt of each LEC Payment, Seller and at all times thereafter, no later than five (5) days after the receipt of each LEC Payment, Borrowers shall furnish provide to Buyer a list Lender the back-up data evidencing the exact amount of each such LEC Payment which is owed to Wholesale Billing and Collection Customers. In the Accounts Receivable event such amount is less than that which was transferred to the Investment Account, Lender agrees to transfer the excess for application to the Revolving Loans. Borrowers hereby covenant and agree that the only disbursements that will be made from the Investment Account will be to Wholesale Billing and Collection Customers for sums owed by accounts Borrowers to such entity in accordance with any written billing and collection agreement (and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise distribution of any Accounts Receivable to sums shall be deemed a collection agency or attorney for collection representation and shall not compromise for less than full value warranty of Borrowers that such disbursement has been made in accordance with this SECTION 7.01); PROVIDED, HOWEVER, that if an Event of Default has occurred hereunder, Borrowers hereby covenant and agree that no disbursements of any kind will be made from the Investment Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementLender.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers Seller shall assign the Accounts Receivable Receivables to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Closing Date, Seller shall furnish to Buyer a list of the Accounts Receivable Receivables by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Closing Date, without any requirement to litigate to collect the Accounts ReceivableReceivables, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers Seller the Accounts Receivable Receivables and to remit to Sellers (or their designees) Seller on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts ReceivableReceivables. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of SellersSeller. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees)Seller. Buyer shall reassign, without recourse to the Buyer, each Account Receivable and deliver to SellersSeller, all records relating thereto on the same day as it remits to Sellers (or their designees) Seller the collections received. All payments in respect of the Accounts Receivable Receivables received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on the Accounts Receivable Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of SellersSeller, to furnish to Sellers Seller periodic reports on the status of its Accounts ReceivableReceivables. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by SellersSeller; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreement.

Collection of Receivables. At The Borrowers will cause all moneys, checks, notes, drafts and other payments relating to or constituting proceeds of Receivables, or of any other Collateral, to be collected in accordance with a cash management system, acceptable to Lender in its sole discretion (the earlier "Cash Management System"). The Cash Management System shall include a mechanism, acceptable to Lender in its sole discretion, whereby immediately upon each receipt by Lender, on behalf of a Borrower, of a LEC Payment, Borrowers shall provide Lender a good faith written estimate of the Non-License Transfer or amount of such LEC Payment believed in its reasonable judgment to be owed to Wholesale Billing and Collection Customers (the Closing"Wholesale Portion"), Sellers which Wholesale Portion plus an additional percentage of the Wholesale Portion (to be determined in Lender's sole discretion), shall assign be transferred to an investment account with Lender, held in the Accounts Receivable to Buyer for collection purposes onlyname of a Borrower (the "Investment Account"). For the twelve (12) months following the Effective Date, and, within ten no later than thirty (1030) business days after the Transfer Datereceipt of each LEC Payment, Seller and at all times thereafter, no later than five (5) days after the receipt of each LEC Payment, Borrowers shall furnish provide to Buyer a list Lender the back-up data evidencing the exact amount of each such LEC Payment which is owed to Wholesale Billing and Collection Customers. In the Accounts Receivable event such amount is less than that which was transferred to the Investment Account, Lender agrees to transfer the excess for application to the Revolving Loans. Borrowers hereby covenant and agree that the only disbursements that will be made from the Investment Account will be to Wholesale Billing and Collection Customers for sums owed by accounts Borrowers to such entity in accordance with any written billing and collection agreement (and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise distribution of any Accounts Receivable to sums shall be deemed a collection agency or attorney for collection representation and shall not compromise for less than full value warranty of Borrowers that such disbursement has been made in accordance with this Section 7.01); provided, however, that if an Event of Default has occurred hereunder, Borrowers hereby covenant and agree that no disbursements of any kind will be made from the Investment Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementLender.

Collection of Receivables. At the earlier As of the Non-License Transfer Effective Date, Victxx xxx Sellers shall have transferred to TRI the exclusive ownership and control of the Lockbox Accounts, and Victxx xxxeby agrees to take, and to cause Sellers to take, any further action reasonably necessary or that TRI or the Closing, Sellers shall assign Trustee may reasonably request to effect or maintain the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days effectiveness of any such transfer. From and after the Transfer Effective Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Victxx xxx Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right further right, title and/or interest in or control over any of the Lockbox Accounts. Unless instructed otherwise by the Trustee pursuant to set-off any its authority under the RPA, each Lockbox Bank shall be instructed to remit, on a daily basis, via overnight or same day transfer, all amounts collected for deposited in its Lockbox Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification Collection Account in accordance with the terms of a Lockbox Agreement substantially in the form of Exhibit 8.01 to the RPA. The Servicer shall advise TRI daily of the amount of Collections received or to be received into the Collection Account on such day with respect to the Receivables and conditions TRI shall determine the amounts of this Agreementsuch Collections which, pursuant to the terms of the RPA, may be used by TRI to purchase new Receivables hereunder. If Victxx xx any of their agents or representatives shall at any time receive any cash, checks or other instruments which constitute Collections, such recipient shall segregate such payment and hold such payment in trust for and in a manner acceptable to TRI and shall, promptly after of any such identification of payments aggregating at least $1,000.00, remit all such cash, checks and instruments, duly endorsed without recourse or with duly executed instruments of transfer without recourse, to a Lockbox Account or to the Collection Account. TRI may notify any or all of the Obligors of the ownership of the Purchased Assets by TRI and may direct any or all of the Obligors of Receivables included in the Purchased Assets to pay all amounts payable under any such Receivables directly to TRI or its designee (i) at any time, with contemporaneous notice to Victxx, xxter the occurrence and during the continuance of a Liquidation Event or (ii) otherwise, at any time following five (5) Business Days advance notice to Victxx. Xx TRI's request and at Victor's expense, Victxx xxxll give notice of TRI's ownership of the Purchased Assets to each Obligor thereunder and direct that payments be made directly to TRI or its designee and assemble all Records of Victxx, xxd make the same available to TRI at a place selected by TRI or its successors and assigns (including the Trustee and the Investors). Victxx xxxeby authorizes TRI, and gives TRI its irrevocable power of attorney, which authorization shall be coupled with an interest, to take any and all reasonable steps in Victor's name and on behalf of Victxx, xxich steps are reasonably necessary or desirable, in the reasonable determination of TRI, to collect all amounts due under the Purchased Assets, including, without limitation, endorsing Victor's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.

Collection of Receivables. At the earlier of the Non-License Transfer or Upon the Closing, Sellers shall assign the Accounts Receivable Seller shall, by letter prepared by the Buyer and reasonably satisfactory to Buyer for collection purposes only, and, within ten the Seller (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed“Letter”), collections received by Buyer with respect to irrevocably authorize, instruct and direct that the Accounts Receivable. Buyer shall not account parties of all accounts, notes and receivables (including insurance proceeds) constituting Acquired Assets (such parties, the “Seller Account Parties”) make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records payments relating thereto on or after the same day Closing to such location, bank and account (the “Lockbox Account”) as it remits to Sellers (or their designees) the collections receivedBuyer shall specify. All payments in respect If, notwithstanding such Letter, any of the Accounts Receivable received during Seller Account Parties remit payments on or after the one hundred fifty Closing directly or indirectly to the Seller, the Subsidiaries or the Owners instead of to the Lockbox Account, each of the Seller and the Owners agrees that it shall promptly (150and in any event no later than five (5) day period Business Days following receipt) deliver all such payments that it receives (including but not limited to negotiable instruments which shall be first applied duly endorsed by the Seller or such Owner to the oldest balance then due on order of the Accounts Receivable unless Buyer) to the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account ReceivableBuyer. Buyer agrees, Effective upon the Closing, the Seller and each Owner hereby irrevocably designates, makes, constitutes and appoints the Buyer (and all persons designated by the Buyer) as its true and lawful attorney-in-fact to do any of the following in the sole discretion of the Buyer: to receive, give receipts for, take, endorse, assign, deliver, deposit, demand, collect, xxx on, compound, and give acquittance for any and all information, documents, payments forms (including negotiable and non-negotiable instruments) and proceeds received by the Buyer via the Lockbox Account or from the Seller that relate to the accounts, notes and receivables (including insurance proceeds) of the Seller Account Parties constituting Acquired Assets. The Seller and each Owner shall use its commercially reasonable request of Sellersefforts, at the Buyer’s request, to furnish to Sellers periodic reports on assist the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any in collecting in full from Seller Account Parties all amounts owed pursuant to Buyer by Sellers; providedall accounts, however, that Buyer shall have the right to seek indemnification in accordance with the terms notes and conditions of this Agreementreceivables constituting Acquired Assets.

Collection of Receivables. At For the earlier of one hundred eighty (180) day period after the Non-License Transfer Closing Date, the respective Purchasers and Acquired Companies will collect the Receivables in accordance with reasonably prudent business practices (but without resort to actual or threatened litigation or the Closing, Sellers shall assign the Accounts Receivable to Buyer for use of collection purposes only, and, within ten agencies or similar efforts). One hundred eighty (10180) business days after the Transfer Closing Date (such date referred to as the "Repurchase Date"), Seller Silgan shall furnish present to Buyer the Selling Parties a list of the Accounts Receivable by accounts and unpaid Receivables at the amounts then owing. Buyer agrees, for a period end of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty eighty (150180) day period (orthe "Uncollected Receivables"). Promptly after receipt and verification of such list, if any Silgan shall inform the Selling Parties which Uncollected Receivables Silgan, in its sole discretion, elects to transfer to the Selling Parties (or one or more Persons as designated by the Selling Parties (their "Designees")). The respective Purchaser or Acquired Company shall transfer to the Selling Parties (or their Designees) such day is a Saturday, Sunday Uncollected Receivables and all remaining records pertaining thereto. Any such Uncollected Receivables not transferred to the Selling Parties (or holiday, on their Designees) shall be deemed retained by the next day on which banking transactions are resumed), collections received by Buyer respective Purchaser or Acquired Company and Silgan will have no claims with respect to such Uncollected Receivables against any Selling Party to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable extent not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers "Retained Receivables"). The Selling Parties (or their designees). Buyer Designees) shall reassign, without recourse thereafter be entitled to Buyer, each Account Receivable and deliver collect the Uncollected Receivables to Sellers, all records relating thereto on the same day as it remits extent transferred to Sellers the Selling Parties (or their designeesDesignees) for their own account. The respective Purchaser or Acquired Company shall promptly pay to the collections received. All payments in respect Selling Parties the amount, if any, by which the amount of the Accounts Uncollected Receivables transferred to the Selling Parties (or their Designees) is less than the difference between the aggregate reserve for the Receivables on the Closing Statement less the reserve relating to the Retained Receivables. The Selling Parties (or their Designees) shall promptly pay to the respective Purchaser or Acquired Company the amount, if any, by which the amount of the Uncollected Receivables transferred to the Selling Parties (or their Designees) exceeds the difference between the aggregate reserve for the Receivables on the Closing Statement less the reserve relating to the Retained Receivables. The Party making any payment under this Section 6.22 shall make it in Euros and the amount of all such Uncollected Receivables shall be calculated by using the Exchange Rate as of the Closing Date. Each Party shall apply each payment for an Uncollected Receivable received during by such Party to the one hundred fifty (150) day period shall be reduction of the applicable customer's outstanding balance by first applied applying such payment to the oldest balance then due invoice (unless such payment specifically identifies the invoice being paid, in which case such payment shall be applied to such specific invoice, and provided that payments shall not be applied against an invoice that is the specific subject of a bona fide dispute by the customer until such dispute is resolved). For example, if the amount of the Uncollected Receivables is (euro)100,000, the aggregate reserve for the Receivables on the Accounts Receivable unless Closing Statement is (euro)50,000, the account debtor indicates in writing receivable for a certain customer that payment the applicable Purchaser or Acquired Company has not transferred to the applicable Selling Party (or its Designee) is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees(euro)20,000, upon and the reasonable request of Sellers, to furnish to Sellers periodic reports reserve for the receivables on the status of Closing Statement relating to such customer is (euro)20,000, then the applicable Purchaser or Acquired Company shall transfer (euro)80,000 in Uncollected Receivables to the applicable Selling Party or its Accounts Receivable. Buyer Designees and the Selling Parties shall have no right promptly pay to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementrespective Purchaser or Acquired Company (euro)50,000.

Collection of Receivables. At Sellers shall, by letter prepared by ------------------------- Buyer (the earlier "Letter"), irrevocably authorize, instruct and direct that the ------ account parties of all accounts, notes and receivables (including insurance proceeds except as provided in Section 1.1(b)(xi)) constituting Acquired Assets (such parties, the "Sellers Account Parties") shall make and deliver all ----------------------- payments relating thereto on or after the Closing to such location, bank and account (the "Lockbox Account") as Buyer shall specify. The Letter shall --------------- cover all such matters as Buyer shall reasonably determine. If, notwithstanding such Letter, any of the Non-License Transfer Sellers Account Parties remit payments on or after the ClosingClosing directly or indirectly to Sellers or their Affiliates instead of to the Lockbox Account, Sellers agree that they shall assign promptly (and in any event no later than two Business Days following receipt) deliver all such payments (including but not limited to negotiable instruments which shall be duly endorsed by such Sellers to the Accounts Receivable order of Buyer) to Buyer. Sellers hereby irrevocably designate, make, constitute and appoint Buyer for collection purposes only, and, within ten (10and all persons designated by Buyer) business days after the Transfer Date, Seller shall furnish as their true and lawful attorney-in-fact to Buyer a list do any of the Accounts Receivable by accounts following in the sole discretion of Buyer: to receive, give receipts for, take, endorse, assign, deliver, deposit, demand, collect, xxx on, compound, and the amounts then owing. Buyer agreesgive acquittance for any and all information, for a period of one hundred fifty documents, payments forms (150including negotiable and non-negotiable instruments) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections proceeds received by Buyer with respect via the Lockbox Account or from Sellers that relate to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection accounts, notes and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty receivables (150including insurance proceeds) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period Sellers Account Parties constituting Acquired Assets. Sellers shall be first applied use their best efforts to the oldest balance then due on the Accounts Receivable unless the account debtor indicates assist Buyer in writing that payment is to be applied otherwise due to a dispute over an collecting in full from Sellers Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any Parties all amounts owed pursuant to Buyer by Sellers; providedall accounts, however, that Buyer shall have the right to seek indemnification in accordance with the terms notes and conditions of this Agreementreceivables constituting Acquired Assets.

Collection of Receivables. At During a Cash Dominion Period, the earlier Borrowers shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by wire transfer of the Non-License Transfer funds) to such Blocked Accounts and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.15(h) below or the Closing, Sellers shall assign the Accounts Receivable as otherwise agreed to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish from time to Buyer time by Agent. During a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts ReceivableCash Dominion Period, to use its reasonable efforts (with the extent any Borrower directly receives any remittances upon Receivables, such Borrower shall, at least the care such Borrower’s sole cost and diligence Buyer uses to expense, but on Agent’s behalf and for Agent’s account, collect its own accounts receivable) to collect as Agent’s property and in trust for Sellers the Accounts Receivable and to remit to Sellers (or their designees) Agent all amounts received on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (orReceivables, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less commingle such collections with any Loan Party’s funds or use the same except to pay the Obligations, and shall as soon as possible and in any event no later than full value one (1) Business Day after the receipt thereof (i) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts and/or Depository Accounts. Each Borrower shall deposit in the Blocked Account Receivable without the prior written consent of Sellers. Any and/or Depository Account Receivable not collected or, upon request by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassignAgent, without recourse to Buyer, each Account Receivable and deliver to SellersAgent, in original form and on the date of receipt thereof, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections receivedchecks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied Prior to the oldest balance then due on occurrence of a Cash Dominion Triggering Event, payments made by a Borrower’s Customers remitted directly to Agent will be deposited by Agent in the Accounts Receivable unless Blocked Accounts, the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer Loan Parties shall have no right access to set-off any amounts collected for Accounts Receivable for any amounts owed the funds in the Blocked Accounts, and Customer remittances shall only be treated as a repayment of Advances if the Borrowers so elect in a written notice to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementAgent.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller Purchaser shall furnish to Buyer a list of the Accounts Receivable by accounts use commercially reasonable efforts in accordance with Parent’s and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate Seller’s past practices to collect the Accounts Receivable, Receivables and other related items that are included in the Acquired Assets. Purchaser shall have the right and authority to use its reasonable efforts (endorse with at least the care and diligence Buyer uses name of Parent or Seller any checks or drafts received with respect to collect its own accounts receivable) to collect for Sellers any Receivables or such other related items. For the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day purpose of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received determining amounts collected by Buyer Purchaser with respect to the Accounts ReceivableReceivables, all payments by an account debtor shall first be applied in accordance with the account debtor’s instructions and if no such instructions are given, to the oldest outstanding invoice due from that account debtor. Buyer Purchaser shall not make be required to bring any referral suit or compromise take any other action to collect any of any Accounts Receivable to a collection agency or attorney for collection the Receivables that is not consistent with the past practices of Parent and shall not compromise for less than full value any Account Receivable without Seller. (b) If on the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty eightieth (150180th) days day following the Closing Date Date, any of the Receivables remain uncollected (the “Uncollected Receivables”), Purchaser shall revert assign promptly thereafter all of the Uncollected Receivables to Sellers Parent and Seller and Parent and Seller shall pay to Purchaser an amount equal to the aggregate face value of the Uncollected Receivables. (c) In the event that prior to any assignment to Parent and Seller of any Receivables under this Section 8.4, Parent or their designees). Buyer Seller shall reassignreceive any remittance from or on behalf of any account debtor with respect to such Receivables, Parent or Seller shall endorse without recourse such remittance to Buyerthe order of Purchaser and forward such remittance to Purchaser promptly upon receipt thereof. (d) In the event that after any assignment to Parent and Seller of any Uncollected Receivables, each Account Receivable Purchaser shall receive any remittance from or on behalf of any account debtor with respect to such Uncollected Receivables, Purchaser shall endorse without recourse such remittance to the order of Parent or Seller and deliver forward such remittance to Sellers, all records relating thereto Parent or Seller promptly upon receipt thereof. (e) Purchaser shall provide Parent and Seller with statements on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received a monthly basis during the one hundred fifty (150) 180 day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on following Closing setting forth the status of its Accounts Receivableefforts to collect the Receivables. Buyer shall have no right Purchaser and Parent and Seller hereby agree to set-off any amounts collected for Accounts Receivable for any amounts owed cooperate with each other to Buyer by Sellers; provided, however, that Buyer shall have maximize the right to seek indemnification in accordance with collection of the terms and conditions of this AgreementReceivables.

Collection of Receivables. At (a) The Seller and the earlier Purchaser each hereby acknowledges and agrees that (i) the Collateral Trustee has the exclusive ownership, dominion and control of any and all Lock-Boxes and Lock-Box Accounts, other than any Series Specific Lock-Box and/or Series Specific Lock-Box Account described under the NonIssuer Purchase Agreement and (ii) the Trustee has the exclusive ownership and control of each Series Specific Lock-License Transfer Box and Series Specific Lock-Box Account and in either case, the Seller hereby agrees to take any further action necessary or that the Trustee, the Collateral Trustee, the Agent or the ClosingPurchaser may reasonably request to evidence and/or effect such ownership and control. Unless instructed otherwise by the Collateral Trustee or the Trustee, Sellers shall assign as applicable, pursuant to either such Person's authority under the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts Intercreditor Agreement and the amounts then owing. Buyer agreesIndenture, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement each Lock-Box Bank shall be instructed to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holidayremit, on the next a daily basis, via overnight or same day on which banking transactions are resumed)transfer, collections received by Buyer with respect all amounts deposited in its Lock-Box Accounts to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Master Collection Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms of a Lock-Box Notice substantially in the form of Exhibit B to the Indenture. The Master Servicer (or any successor Master Servicer (including the Back-Up Servicer) appointed for any such Master Servicer) and conditions the Seller, pursuant to each Daily Report shall advise the Purchaser daily of this Agreementthe amount of Collections received into the Master Collection Account on such day with respect to the Receivables and the allocations thereof as among the Series, the Split Payments, and the Revolving Credit Facility. If the Seller or its agents or representatives shall at any time receive any cash, checks or other instruments constituting Collections, such recipient shall segregate such payment and hold such payment in trust for and in a manner acceptable to the Purchaser and shall, promptly upon receipt (and in any event within one Business Day following receipt), remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to a Lock-Box Account or Series Specific Lock-Box Account, as the case may be, or the Master Collection Account. The Seller hereby authorizes the Purchaser (and its designees and assigns), and gives each of the Purchaser, such designees and/or such assigns its irrevocable power of attorney, with full power of substitution, which authorization shall be coupled with an interest, to take any and all steps in the Seller's name and on behalf of the Seller, which steps are necessary or desirable, in the reasonable determination of the Purchaser, such designees and/or such assigns, to collect all amounts due under the Transferred Assets, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Settlement Purchase Agreements. (b) The Purchaser shall, following notification that collections of any receivable or other intangible owed to the Seller, which is not a Transferred Asset, have been deposited into the Lock-Box Accounts or Series Specific Lock-Box Accounts, as the case may be, segregate all such collections and, after such misapplied collections have been reasonably identified to the Purchaser, the Purchaser shall turn over to the Seller, as applicable, all such collections less all reasonable and appropriate out-of-pocket costs and expenses, if any, incurred by the Purchaser in collecting such receivables.

Collection of Receivables. At If Closing Working Capital is greater than zero and if any Current Receivables are reflected in the Final Statement (the “Closing Receivables”), then, until the earlier of the Nonone year anniversary of the Closing and the date on which all amounts due from the Buyer to BHGE LLC pursuant to Section 2.08 have been paid, the Buyer shall, and shall cause each of its Affiliates to, seek to collect from each applicable third party any Closing Receivables using the same level of efforts that they would apply in the ordinary course of conducting the IST Business. Promptly, but in no event later than five Business Days after the end of each calendar quarter following the final determination of the Closing Working Capital and during the period described in the immediately preceding sentence, the Buyer shall pay to BHGE LLC an amount, in cash, equal to the portion of the Closing Receivables actually collected by the Buyer or any of its Affiliates during such immediately preceding calendar quarter (net of any out-License Transfer of-pocket costs and expenses reasonably incurred by the Buyer and its Affiliates in collecting such Closing Receivables and, in any event, no more (in the aggregate with other such payments already made) than the lesser of (a) the amount of the Closing Receivables or (b) the Closing Working Capital) to an account identified by BHGE LLC in writing (it being understood that, subject to the foregoing limitation, the amount of Closing Receivables paid by the Buyer to BHGE LLC within five Business Days after the end of the first calendar quarter following the final determination of the Closing Working Capital shall be equal to the amount of the Closing Receivables collected during such calendar quarter and the amount of the Closing Receivables collected between the Closing Date and the first day of such calendar quarter). If, as of the one year anniversary of the Closing, Sellers shall assign the Accounts Receivable Buyer has not yet paid to Buyer for collection purposes only, and, within ten BHGE LLC Closing Receivables pursuant to this Section 2.11 in an amount equal to the lesser of (10i) business days after the Transfer Date, Seller shall furnish to Buyer a list aggregate amount of the Accounts Receivable by accounts and Closing Receivables or (ii) the amounts Closing Working Capital, then owing. Buyer agreesthe Parties will consult in good faith regarding their preferred approach to settlement of the amount equal to the lesser of (A) the aggregate amount of the Closing Receivables or (B) the Closing Working Capital, for a period as applicable, minus the amount of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (Closing Receivables paid on or their designees) on the fifth day following the last day of each month occurring during before such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementyear anniversary.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable Receivables to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Closing Date, Seller Sellers shall furnish to Buyer a list of the Accounts Receivable Receivables by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Closing Date, without any requirement to litigate to collect the Accounts ReceivableReceivables, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable Receivables and to remit to respective Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts ReceivableReceivables. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellersthe Seller that owns such Account Receivable. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees)the Seller that owns such Account Receivable. Buyer shall reassign, without recourse to the Buyer, each Account Receivable and deliver to Sellersthe Seller that owns such Account Receivable, all records relating thereto on the same day as it remits to Sellers (or their designees) such Seller the collections received. All payments in respect of the Accounts Receivable Receivables received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on the Accounts Receivable Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellersany Seller, to furnish to Sellers such Seller periodic reports on the status of its Accounts ReceivableReceivables. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreement.

Collection of Receivables. At the earlier (a) The servicing, administering and collection of the Non-License Transfer or Receivables shall be conducted by the ClosingCollection Agent. For so long as the Person acting as Collection Agent is the Seller, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of perform its duties as Collection Agent under the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification TAA in accordance with the terms thereof, it being understood that it shall hold all Transferred Assets which it receives from time to time solely in its capacity as Collection Agent and conditions shall not claim or retain any legal or beneficial title or interest therein. If at any time the Collection Agent is a Person other than the Seller, the Seller agrees promptly to provide all information requested by the Collection Agent in connection with the performance of this Agreementits responsibilities under the TAA, and agrees to exert reasonable efforts to assist any successor Collection Agent in assuming and performing its duties as Collection Agent. (b) The Seller hereby acknowledges and agrees that the Agent has the exclusive ownership and control of each Lock-Box and Lock-Box Account maintained by the Seller at a Lock-Box Bank, and the Seller hereby agrees to take any further action necessary or that the Agent or SFC may reasonably request to evidence and/or effect such ownership and control. If the Collection Agent or the Seller or its agents or representatives shall at any time receive any cash, checks or other instruments constituting Collections, such recipient shall immediately, but in any event within forty-eight (48) hours of such receipt, remit such Collections, duly endorsed or with duly executed instruments of transfer, to a Lock-Box Account. (c) The Seller hereby authorizes SFC and/or the Collection Agent, on behalf of SFC, and gives each of SFC and the Collection Agent its irrevocable power of attorney, which authorization shall be coupled with an interest, to take any and all steps in the Seller's name and on behalf of the Seller, which steps are necessary or desirable, in the reasonable determination of SFC and/or the Collection Agent, to collect all amounts due under the Transferred Assets, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.

Collection of Receivables. At (i) Purchaser shall have the earlier right and authority to collect, for its own account, all of the Non-License Transfer or receivables included in the ClosingPurchased Assets, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, and Seller shall furnish promptly (and in any event within five (5) Business Days) transfer or deliver to Buyer a list Purchaser any cash or other property received directly or indirectly by Seller in respect of such receivables, including any amounts payable as interest by third parties relating to such receivables, and such funds will be deemed held in trust for the benefit of the Accounts Receivable Purchaser until so transferred or delivered by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty Seller to Purchaser. (150ii) days following the Transfer Date, without any requirement to litigate Purchaser shall use commercially reasonable efforts to collect the Accounts Receivable, to use its reasonable efforts (with at least Past Due Receivables and the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of SellersExcluded Receivables. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (amounts received from a customer having outstanding Past Due Receivables or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period Excluded Receivables shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates outstanding receivables as directed in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellerssuch customer; provided, however, that Buyer any payment received from such customer for which Purchaser has not received written application instructions shall have first be applied towards the right payment of the oldest Excluded Receivables of such customer until such Excluded Receivables are paid in full, then (to seek indemnification the extent of any excess amount not so applied) to payment of the oldest Past Due Receivables until such Past Due Receivables of such customer are paid in accordance full, and then (to the extent of any excess amount not so applied) to such other accounts receivable of such customer as Purchaser shall designate; provided further, however, that nothing contained herein shall limit the rights of Seller to take any action permitted by Law to collect any amounts outstanding that are included in the Excluded Receivables. Each of Purchaser and West shall not, and shall cause their respective Affiliates and representatives not to, request, direct or otherwise attempt to cause any customer to designate a payment to any particular outstanding invoice or receivable in a manner that is inconsistent with this Section 7.7(b) if such customer has outstanding receivables or invoices that are either Past Due Receivables or Excluded Receivables. (iii) Purchaser shall promptly (and in any event within five (5) Business Days), transfer or deliver to Seller (i) any cash or other property received directly or indirectly by Purchaser in respect of the terms Excluded Receivables, and conditions (ii) 50% of this Agreementall cash and other property received directly or indirectly by Purchaser in respect of the Past Due Receivables, in each case, including any amounts paid as interest by third parties relating to such receivables, and such funds will be deemed held in trust for the benefit of Seller until so transferred or delivered by Purchaser to Seller.

Collection of Receivables. At As of January 6, 2003 (the earlier of the Non-License Transfer or the Closing"TBA Date"), Sellers Seller shall assign the Accounts Receivable Receivables to Buyer Purchaser for collection purposes only, and, within ten five (105) business days Business Days after the Transfer TBA Date, Seller shall furnish to Buyer Purchaser a list of the Accounts Receivable Receivables by accounts and the amounts then owing. Buyer agrees, Purchaser agrees that during the term of the Time Brokerage Agreement and for a period of one hundred fifty (150) days following the Transfer DateClosing Date (the "Collection Period"), without any requirement to litigate to collect the Accounts ReceivableReceivables, to use its commercially reasonable efforts (with at least the care and diligence Buyer Purchaser uses to collect its own accounts receivable) to collect for Sellers Seller the Accounts Receivable Receivables and to remit to Sellers (or their designees) Seller on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period the Collection Period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumedBusiness Day), collections received by Buyer Purchaser with respect to the Accounts ReceivableReceivables. Buyer With each remittance, Purchaser shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Purchaser shall not make any referral or compromise of any Accounts Receivable Receivables to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of SellersSeller. Any Account Receivable not collected by Buyer Purchaser within one hundred fifty (150) days following the Closing Date Collection Period shall revert to Sellers (or their designees)Seller. Buyer Purchaser shall reassign, without recourse to BuyerPurchaser, each Account Receivable and deliver to SellersSeller, all records relating thereto on the same day as it remits to Sellers (or their designees) Seller the collections received. All payments in respect of the Accounts Receivable Receivables received during the one hundred fifty (150) day period Collection Period shall be first applied to the oldest balance then due on the Accounts Receivable Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due or if the payment refers to a dispute over an Account Receivablespecific invoice or is evidenced by a payment amount that is the exact amount of a later invoice. Buyer Purchaser agrees, upon the reasonable request of SellersSeller, to furnish to Sellers Seller periodic reports on the status of its Seller's Accounts ReceivableReceivables. Buyer Purchaser shall have no right to set-off any amounts collected for Accounts Receivable Receivables for any amounts owed to Buyer Purchaser by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementSeller.

Collection of Receivables. At 6.3.1 For six months following the earlier Effective Date (the last day of such period, January 31, 2007, referred to as the Non-License Transfer “Settlement Date”), Olympus will use reasonable efforts to collect for its own account all Accounts Receivable sold to Olympus hereunder, but shall not be required to use collection agencies or the Closing, Sellers shall assign commence litigation. Payments collected by Olympus from an account debtor with respect to the Accounts Receivable that are not matched to Buyer a particular invoice will be applied first to the oldest obligation of the account debtor unless such account debtor specifies or otherwise designates in writing that any one or more of such payments shall be applied in any other manner, in which event payment shall be applied as such account debtor specifies. Carsen agrees that Olympus shall have the right to endorse with the name of Carsen any checks received on account of the Accounts Receivables; to this end, Carsen agrees to execute any and all necessary documents and to take such other actions as may be reasonably requested by Olympus to effectuate this result (including but not limited to the assignment of bank lockboxes (if any) and “800” telephone numbers and the delivery of originals or copies of accounts receivable records not otherwise included in the Assets). Prior to the Settlement Date, Olympus will not discount or settle any Account Receivable to the detriment of Carsen without Carsen’s prior written consent, which will not be unreasonably withheld or delayed (any such Carsen-approved discount or settlement hereinafter a “Settled AR”). For each month commencing with August 2006 and continuing through January 2007, Olympus shall deliver to Carsen a detailed monthly aging report of the Accounts Receivable as of the last day of such month (“Monthly AR Report”), which report shall also include any Settled ARs for collection purposes onlysuch month. Each Monthly AR Report (which shall include among other things a listing of each invoice, andpayment history, credit notes, etc.) shall be delivered within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each the month occurring during to which such one hundred fifty report relates. 6.3.2 Within fifteen (15015) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) business days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassignSettlement Date, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer Olympus shall have the right to seek indemnification in accordance reassign to Carsen all or a portion of the uncollected Accounts Receivables (the reassigned receivables referred to as the “Reassigned Receivables”). Such assignment shall be accompanied by a schedule setting forth with respect to each of the Reassigned Receivables (i) the name of the account debtor, (ii) the amount of the associated Account Receivable as of the Effective Date, (iii) a list of all payments made to Olympus on such Account Receivable (by date and amount), (iv) the balance owing of such Accounts Receivable as of the date of the reassignment and (v) a description of any and all inventory returned to Olympus that is associated with the terms Reassigned Receivables and conditions the net realizable value of this Agreementsuch inventory (other than inventory associated with an Excluded Business). Within fifteen (15) business days following Olympus’s reassignment of the Reassigned Receivables, Carsen shall pay to Olympus by wire or certified check the aggregate amount of the Reassigned Receivables less the aggregate amount of credits extended under Section 6.3.4 (if any). Thereafter, Olympus shall immediately cease all collection efforts of the Reassigned Receivables. 6.3.3 With respect to any and all Settled ARs, Carsen shall pay to Olympus by wire or certified check, within fifteen (15) business days following Carsen’s receipt of the applicable Monthly AR Report, the aggregate amount of the uncollected Accounts Receivable associated with the particular Settled AR (the “AR Adjustment”). 6.3.4 In the event Olympus receives a return of inventory associated with a Reassigned Receivable or a Settled AR, Olympus shall (i) promptly deliver such inventory to Carsen if it relates to an Excluded Business or (ii) extend a credit to Carsen in an amount equal to the net realizable value of such inventory if the inventory relates to an Acquired Business, such credit to be applied pursuant to Section 6.3.2.

Collection of Receivables. At the earlier of the Non-License Transfer or the ClosingSubject to Paragraph 6 (a) Seller agrees that, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days from and after the Transfer Closing Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer Purchaser shall have the right and authority to seek indemnification in accordance collect, for the account of Purchaser, all Purchased Receivables and other items which shall be transferred to Purchaser as provided herein, and to endorse with the terms name of Seller any checks received on account of any such Purchased Receivables or other items. Seller agrees that it will transfer and conditions deliver to Purchaser or its designee any cash or other property that Seller may receive in respect of such Purchased Receivables or other items. A list of all receivables of Seller as of the date hereof, which shall be updated at the time of Closing Date shall be broken down by name of customer, date incurred and amount is contained in Exhibit G attached hereto. All payments made by a customer of the Seller's business or the Business Unit (as defined below) shall be applied first to any Purchased Receivable(s) outstanding of such customer, on the basis of older Purchased Receivables to newer Purchased Receivables, unless the customer directs payment to be applied in a particular manner arising out of a bona fide dispute concerning such Purchased Receivables. Further, at Closing, Seller and its principal, Seth Oberman, individually, shall guarantee to Purchaser the collectixx xx xxx Xxrchased Receivables. Should Purchaser not collect the full amount of Purchased Receivables transferred to Purchaser, Purchaser shall be entitled to a credit in the amount of the deficit of receivables actually collected against the guarantee set forth above, in which case, said uncollected Purchased Receivable shall be assigned to Seller. The collection by Seller or Seth Oberman of any such assigned Purchased Receivable shall not violxxx xxx xxx-competition or non-solicitation provisions of this Agreement or the Employment Agreement, notwithstanding anything herein or therein to the contrary. If a dispute arises in the collection of such Purchased Receivables, Purchaser agrees to make reasonable efforts to cooperate and assist in the collection of such Purchased Receivables, which efforts shall be subject to Purchaser's relationship with the account, if any. Such credit shall be used to reduce the payments due to Seller under Paragraph 4 herein providing for the "Additional Earnout Payment". Should Seller not be entitled to an Additional Earnout Payment as provided for in Paragraph 4, then and in that event, Seller and its principals shall be obligated to remit said amounts due for such uncollectible Purchased Receivables to Purchaser. Notwithstanding the aforesaid, if a Purchased Receivable is uncollected as a result of the conduct of Purchaser occurring after the Closing Date, and not attributable to either work performed by Seller prior to the Closing Date or the conduct of Seller, or its former employees subsequently employed by Purchaser, after the closing date, then and in that event, Purchaser shall not receive a credit for the amount of the uncollected Purchased Receivable against the Earnout Payment as provided herein nor shall the guarantee of Seller and Seth Oberman apply to that uncollected Purchased Receivable.

Collection of Receivables. At (a) From and after the earlier of the Non-License Transfer or the ------------------------- Closing, Sellers Purchaser shall assign have the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts right and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) authority to collect for Sellers the Accounts Receivable its own account all Included Receivables and to remit endorse with the name of Lyondell or the Lyondell Selling Subsidiaries, as applicable, any checks or drafts received with respect to Sellers (any Included Receivables. Lyondell and the Lyondell Selling Subsidiaries shall promptly deliver to Purchaser any cash or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday other property received directly or holiday, on the next day on which banking transactions are resumed), collections received indirectly by Buyer it with respect to the Accounts ReceivableIncluded Receivables. Buyer Unless otherwise specified by the payor, Purchaser shall not make any referral or compromise of any Accounts Receivable first apply collections with respect to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied Included Receivables to the oldest balance then Included Receivables owed by such payee. Credits for price, volume or returned products adjustments that are authorized by Purchaser shall be treated as collections in an amount equal to the value of such adjustments. Promptly after the Closing, Purchaser shall notify Lyondell of any Included Receivable that has not been collected within 60 days after its due on date. If any Included Receivables have not been collected by Purchaser within 60 days after its due date, Lyondell shall at the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by SellersPurchaser promptly purchase such Included Receivables from Purchaser; provided, however-------- that Lyondell shall not be required to repurchase any Included Receivable which Purchaser has not requested Lyondell to repurchase within 90 days after such Included Receivable's due date. Notwithstanding the immediately prior sentence, that Buyer Purchaser shall have the right to seek indemnification require Lyondell to purchase any Included Receivable that has become due prior to the Closing Date within (x) 30 days after the Closing Date with respect to any such Included Receivable that is owed in accordance connection with U.S. operations or (y) 60 days after the terms Closing Date with respect to any such Included Receivable that is owed in connection with non-U.S. operations. (b) Purchaser shall reasonably cooperate with Lyondell to collect from the applicable payee any Included Receivables repurchased by Lyondell pursuant to Section 4.01(a). Purchaser shall promptly deliver to Lyondell any cash or other property received by it from the applicable payee with respect to any Included Receivables repurchased by Lyondell pursuant to Section 4.01(a). (c) Purchaser shall not restrict or otherwise interfere with Lyondell in Lyondell's attempts to collect from the applicable payees any Included Receivables repurchased by Lyondell pursuant to Section 4.01(a); provided, that, -------- if requested at any time by Purchaser, Lyondell shall inform Purchaser of its collection activities and conditions plans with respect to those Included Receivables in an original amount greater than $25,000. (d) Lyondell shall provide immediately prior to the Closing, and Purchaser shall provide monthly thereafter, an aging analysis of this AgreementIncluded Receivables. (e) All intercompany receivables attributable to the Acquired Assets and the Acquired Shares shall be paid in full and discharged by Lyondell prior to the Closing.

Collection of Receivables. At the earlier Notwithstanding Section 2.1(b) of the Non-License Transfer or the Closingthis Agreement, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, Purchaser undertakes to use its commercially reasonable efforts (with at least to assist Seller in the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day collection of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by SellersReceivables; provided, however, that Buyer Purchaser shall have not be liable to Seller or any of its subsidiaries for any such Receivables that are currently uncollectible as of the right to seek indemnification in date hereof or become uncollectible after the date hereof. In accordance with Purchaser’s undertaking to assist Seller in collecting Receivables pursuant to this Section 5.13, Purchaser shall be entitled to the terms following fees to be payable by Seller: (i) If and conditions when the aggregate Receivables collected by or on behalf of Seller after the Closing equal or exceed ninety percent (90%) of the net Receivables outstanding as of the Closing Date, calculated in a consistent methodology with Section 3.5 of the Disclosure Schedule (the “First Receivables Threshold”), then Purchaser shall be entitled to a fee payable by Seller in an amount equal to Five Hundred Thousand dollars ($500,000) (the “First Receivables Fee”). (ii) If and when such aggregate Receivables collected by or on behalf of Seller after the Closing exceed the First Receivables Threshold, Purchaser shall be entitled to a fee in an amount equal to thirty seven and one half percent (37.5%) of the aggregate Receivables collected in excess of the First Receivables Threshold, until such aggregate Receivables collected by or on behalf of Seller after the Closing exceed the First Receivables Threshold in an amount equal to or in excess of Four Million dollars ($4,000,000) (the “Second Receivables Threshold”). (iii) If and when such aggregate Receivables collected by or on behalf of Seller after the Closing exceed the Second Receivables Threshold, Purchaser shall be entitled to a fee in an amount equal to fifty percent (50.0%) of the aggregate Receivables collected in excess of the Second Receivables Threshold. (iv) Receivables shall remain payable directly to Seller and Purchaser shall use commercially reasonable efforts to cause Receivables to be paid to Seller; provided, however, that to the extent Purchaser receives payment of Receivables on Seller’s behalf, Purchaser shall remit to Seller all such Receivables collected within fifteen (15) calendar days of the last day of each calendar month following the Closing Date by wire transfer in immediately available funds to an account directed by Seller. Subject to any amounts to be offset pursuant to this Section 5.13 and Section 2.7 and Section 2.8 of this Agreement, Seller shall remit to Purchaser any fees due pursuant to this Section 5.13 within fifteen (15) calendar days of the last day of each calendar month following the Closing Date by wire transfer in immediately available funds to an account directed by Purchaser.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days after the Transfer Date, Seller shall furnish to Buyer Attached hereto as Schedule 2.5 is a list of all of the Accounts Receivable by accounts and Receivables. From the amounts then owing. Closing Date until August 31, 2001 (the "Collection Period"), Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to shall use its commercially reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers benefit of the Seller the Receivables (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed"Collections"), collections . All payments received by Buyer with respect to during the Accounts Receivable. Collection Period from account debtors indebted on account of both the Receivables and accounts receivable of Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following arising after the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be applied first applied to the oldest balance then due on the Accounts Receivable unless indebtedness owed by the account debtor indicates in writing that payment is on account of the Receivables, and then to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon any indebtedness owed by the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed account debtor to Buyer by Sellersarising subsequent to the Closing Date; provided, however, that Buyer shall not be obligated to apply any of the Receivables to the extent the applicable customer otherwise directs. (b) Within five (5) Business Days after the end of each calendar month during the Collection Period (i.e. by June 7, 2001, July 9, 2001, August 7, 2001 and September 10, 2001), Buyer shall deliver to the Seller a statement or report showing all Collections of Receivables during such month. On the first Business Day of each week during the Collection Period, Buyer shall forward to the Seller via overnight courier all Collections in the form of checks received by Buyer during the prior week. As of and from September 10, 2001, Buyer shall have no further obligations with respect to Collections and/or Receivables, except that Buyer shall promptly remit to the Seller all Receivables received by Buyer after the Collection Period. (c) Buyer shall not have any interest in or to any of the Receivables and shall not agree to any return, settlement, discount, credit, rebilling or reduction of any of the Receivables without the prior written consent of the Seller. Buyer shall not assign, pledge or grant a security interest in any of the Receivables to any third party or claim a security interest or right in or to seek indemnification any of the Receivables. Buyer shall not be obligated to undertake, to institute or to join in accordance with any legal action to collect any Receivable. (d) The Seller acknowledges that the terms maintenance of customer relations is fundamental to the U.S. Agtrol Division. (e) Subject to Section 2.5(c), Buyer and conditions the Seller each agree that they will immediately upon receipt transfer to the other party any cash or other property received by such party, including in respect of Receivables and vendor rebates, which rightfully belongs to the other party. In this Agreementregard, if during the twelve (12) month period after the Closing Date Buyer receives from any customer of the U.S. Agtrol Division as a return any product purchased from the U.S. Agtrol Division prior to the Closing Date which product is marketable, Buyer shall promptly pay to the Seller an amount equal to the value of such returned product, using the value for such product used to determine the final Effective Date Inventory Calculation. (f) During the Collection Period, the Seller may request Buyer to contact debtors indebted on account of the Receivables in order to collect such Receivables. Upon such request, Buyer, in its sole option, shall promptly either perform such request or inform the Seller that the Seller may perform such request itself. In the event such request (either by the Seller or by Buyer on behalf of the Seller) does not result in the prompt full payment of such Receivable, the Seller may contact such defaulting account debtor.

Collection of Receivables. At the earlier If any Account Receivable listed on -------------------------- Schedule 1.06 shall be or become overdue and owing for a period in excess of the Non-License Transfer or the Closingone hundred twenty (120) days after date of invoice, Sellers at Lydall's request, TTII shall assign the repurchase said Account Receivable from Lydall for its then unpaid balance, provided that TTII's obligation to repurchase Accounts Receivable shall be subject to Buyer for collection purposes only, and, within ten the following: (10a) business days after the Transfer Date, Seller Lydall shall furnish promptly and diligently attempt to Buyer a list collect all of the Accounts Receivable before the end of 120-day collection period above referred to, but Lydall shall not be required to institute legal proceedings for this purpose; (b) any amounts received by accounts Lydall with respect to an Account Receivable from an account debtor shall first be applied against the Accounts Receivable of such account debtor in order of the age of the Accounts Receivable - i.e., oldest Account Receivable shall be paid first, unless the account debtor specifies a dispute as to the older Account Receivable in which case it shall be applied to the next oldest Account Receivable of such account debtor; (c) Lydall agrees to permit TTII, including its attorneys, accountants, agents and designees, such access to the amounts then owing. Buyer agrees, for a period records of one hundred fifty (150) days following the Transfer Date, without any requirement Lydall relating to litigate to collect the Accounts Receivable, to use its reasonable efforts and Lydall's collection thereof during normal business hours as TTII may deem necessary or desirable; (with at least the care and diligence Buyer uses to collect its own accounts receivabled) to collect for Sellers the Accounts Receivable and to remit to Sellers if: (or their designeesi) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer products with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any which there is an Account Receivable without are returned by a customer (other than for repair or replacement) before Lydall receives payment from TTII under this section 12.02, and (ii) such products are reasonably marketable by Lydall, then the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect amount of the Accounts Receivable received during the one hundred fifty (150) day period related to such products that Lydall may require TTII to repurchase shall be first applied reduced by an amount equal to the oldest balance then due on standard cost under TTII'S system that was incurred by TTII in producing such returned products, less any cost of rework incurred by Lydall and a reasonable restocking charge. If such reasonable marketable products are returned after Lydall instituted its rights to require TTII to repurchase, Lydall shall reverse or eliminate such repurchase to the extent of an amount equal to the standard cost incurred by TTII in producing such goods less any cost of rework incurred by Lydall and a reasonable restocking charge. The return of any products which are not reasonably marketable by Lydall shall not result in a reduction of the amount of TTII's obligation under this Section 12.02. (e) Lydall shall transfer to TTII all rights to the Accounts Receivable unless with respect to which Lydall has exercised its repurchase rights under this Section 12.02 as well as those Accounts Receivable which come within the limitation set forth in Section 15.01. TTII may use all commercially reasonable means of collecting the unpaid Accounts Receivable, including, but not limited to, the institution of legal action against the account debtor indicates debtor. TTII, in writing that payment collecting the unpaid Accounts Receivable will make best efforts to maintain Lydall's relationship with the account. (f) Notwithstanding anything to the contrary contained herein, if a specific reserve is established for a particular Account Receivable pursuant to Section 5.05 for purposes of computing "Net Working Capital," or if a specific reserve exists on TTII's books for such Account Receivable as listed in Schedule 1.06, the unpaid balance for such Account Receivable shall be deemed to be applied otherwise due equal to a dispute over an Account Receivablethe gross unpaid balance thereof less the specific reserve. Buyer agreesNotwithstanding anything to the contrary contained herein, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected if (a) general or specific reserves are established for Accounts Receivable listed on Schedule 1.06 pursuant to Section 5.05 for purposes of computing "Net Working Capital," or if general or specific reserves exist on TTII's books for such Accounts Receivable listed on Schedule 1.06, and (b) Lydall's total collections of all Accounts Receivable equal or exceed the total amount of all Accounts Receivable less the total general and specific reserves listed on Schedule 1.06, TTII shall not have any amounts owed obligation to Buyer repurchase any particular Account Receivable listed on Schedule 1.06 which is uncollected for a period in excess of one hundred and twenty (120) days; in such event, any excess of such total collections by Sellers; providedLydall over and above the total amount of all Accounts Receivable less the total general and specific reserves, however, that Buyer shall have the right be promptly paid to seek indemnification in accordance with the terms and conditions of this AgreementTTII.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller Comdata shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate use reasonable efforts to collect the Accounts NTS Receivables reflected in the Closing Date NTS Special Report generally in accordance with the billing and collection practices presently applied by Comdata in the collection of its accounts and notes receivable, except that with respect to any particular NTS Receivable, Comdata shall be under no obligation to use its reasonable efforts (commence litigation to effect collection and may make any concession or settlement which in the good faith judgment of Comdata is commercially reasonable. In connection with at least the care and diligence Buyer uses collections by Comdata, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall be applied to collect its own accounts receivable) the earliest invoice outstanding with respect to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) indebtedness of such account debtor reflected on the fifth day following Closing Date NTS Special Report, except for those invoices which are subject to a dispute to the last extent of such dispute. (b) Comdata shall, on or before the tenth business day of each calendar month occurring during such one hundred fifty commencing with the second complete calendar month following the Closing Date, deliver to NTS a written report (150"NTS COLLECTION REPORT") day period (or, if any such day is a Saturday, Sunday or holiday, on of the next day on which banking transactions are resumed), collections received by Buyer following information with respect to the Accounts Receivable. Buyer shall not make any referral or compromise NTS Receivables: (i) The aggregate amount of any Accounts Receivable to a collection agency or attorney for collection the NTS Receivables (and shall not compromise for less than full value any Account Receivable without the prior written consent number of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty accounts comprising such NTS Receivables); and (150ii) days following The aggregate amount of cash collections of the NTS Receivables during the period from the Closing Date shall revert through the date of the NTS Collection Report. (c) If Comdata has not collected, within 180 days after the Closing Date, an amount equal to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto the excess of the NTS Receivables over the allowance for doubtful accounts shown on the same day Closing Date NTS Special Report (such excess being referred to herein as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance "NET AMOUNT OF NTS RECEIVABLES"), then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer Comdata shall have the right to seek indemnification require NTS to pay Comdata an amount, if positive, equal to (i) the sum of (A) Net Amount of NTS Receivables and (B) all collection fees incurred by Comdata (in accordance with SECTION 7.5(a)), MINUS (ii) the amount collected in cash by Comdata during such 180 days period in respect of the NTS Receivables; PROVIDED, HOWEVER, that concurrently with the payment by NTS of such amount, Comdata shall reassign to NTS all such NTS Receivables together with all security interests or other rights securing payment thereof; PROVIDED, FURTHER, that, with respect to each NTS Receivable required to be so reassigned, during the two-year period commencing on the 180th day after the date hereof neither Comdata nor any of its Affiliates shall provide to the account debtor relating to such NTS Receivable any services, goods or products relating to the NTS Business. Notwithstanding the foregoing, Comdata will not be entitled to require NTS to make any such payment with respect to the NTS Receivable referred to in item 3 of SCHEDULE 1.6 until after (i) the third anniversary of the Closing Date or (ii) if there is a payment default after the date hereof and prior to such third anniversary, in respect of such NTS Receivable, in which case the date of such default. If Comdata then elects to require such payment with respect to such NTS Receivable, Comdata shall concurrently therewith reassign to NTS such NTS Receivable together with all security interests or other rights securing payment thereof; PROVIDED, HOWEVER, that prior to any such payment and reassignment, Comdata shall have terminated the marketing services agreement entered into with the account debtor relating to such NTS Receivable. In addition, if Comdata so elects to require such payment, during the two-year period commencing on such third anniversary, neither Comdata nor any of its Affiliates shall provide to such account debtor any services, goods or products relating to the NTS Business. (d) If, after the Closing Date, NTS shall receive any remittance from any account debtors with respect to the NTS Receivables (excluding any NTS Receivable reassigned to NTS), NTS shall endorse such remittance to the order of Comdata and forward it to Comdata immediately upon receipt thereof, and any such amounts shall be deemed to have been collected by Comdata for purposes of this SECTION 7.5. (e) In the event Comdata shall receive any remittance from or on behalf of any account debtor with respect to any Receivable after such NTS Receivable has been reassigned to NTS, Comdata shall endorse such remittance to the order of NTS and forward it to NTS immediately upon receipt thereof. (f) From and after the Closing Date, FDFS shall use reasonable efforts to collect the Gaming Receivables reflected in the Closing Date Gaming Special Report generally in accordance with the terms billing and conditions collection practices presently applied by FDFS in the collection of its accounts and notes receivable, except that with respect to any particular Gaming Receivable, FDFS shall be under no obligation to commence litigation to effect collection and may make any concession or settlement which in the good faith judgment of FDFS is commercially reasonable. In connection with the collections by FDFS, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall be applied to the earliest invoice outstanding with respect to indebtedness of such account debtor reflected on the Closing Date Gaming Special Report, except for those invoices which are subject to a dispute to the extent of such dispute. (g) FDFS shall, on or before the tenth business day of each calendar month commencing with the second complete calendar month following the Closing Date, deliver to Comdata a written report ("COMDATA COLLECTION REPORT") of the following information with respect to the Gaming Receivables: (i) The aggregate amount of the Gaming Receivables (and the number of accounts comprising such Gaming Receivables); and (ii) The aggregate amount of cash collections of the Gaming Receivables during the period from the Closing Date through the date of the Comdata Collection Report. (h) If FDFS has not collected, within 180 days after the Closing Date, an amount equal to the excess of the Gaming Receivables over the allowance for doubtful accounts shown on the Closing Date Gaming Special Report (such excess being referred to herein as the "NET AMOUNT OF GAMING RECEIVABLES"), then FDFS shall have the right to require Comdata to pay FDFS an amount, if positive, equal to (i) the sum of (A) Net Amount of Gaming Receivables and (B) all collection fees incurred by FDFS (in accordance with SECTION 7.5(f)), MINUS (ii) the amount collected in cash by FDFS during such 180 day period in respect of the Comdata Receivables; PROVIDED, HOWEVER, that concurrently with the payment by Comdata of such amount, FDFS shall reassign to Comdata all such uncollected Gaming Receivables. (i) If, after the Closing Date, Comdata shall receive any remittance from any account debtors with respect to the Gaming Receivables (excluding any Gaming Receivable reassigned to Comdata), Comdata shall endorse such remittance to the order of FDFS and forward it to FDFS immediately upon receipt thereof, and any such amounts shall be deemed to have been collected by FDFS for purposes of this AgreementSECTION 7.5. (j) In the event FDFS shall receive any remittance from or on behalf of any account debtor with respect to any Gaming Receivable after such Gaming Receivable has been reassigned to Comdata, FDFS shall endorse such remittance to the order of Comdata and forward it to Comdata immediately upon receipt thereof.

Collection of Receivables. At Purchaser shall use commercially reasonable efforts to collect the earlier of Receivables included in the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owingPurchased Assets. Buyer agrees, for a period of one hundred fifty (150) Within 10 days following the Transfer six month anniversary of the Closing Date, without any requirement Purchaser shall deliver to litigate Seller a written notice setting forth in reasonable detail the Receivables included in the Purchased Assets for which Purchaser shall have failed to collect receive payment by the Accounts Receivablesix month anniversary of the Closing Date (the “Uncollected Receivables”). For purposes of determining whether a Receivable has been paid, Purchaser shall apply all payments received after the Closing to use its reasonable efforts the Receivables included in the Purchased Assets to the oldest Receivable first, based upon the date such Receivable was due, unless otherwise specified by the payor. Within 10 days following delivery to Seller by Purchaser of such written notice, (with at least a) if the care and diligence Buyer uses to collect its own aggregate amount of Uncollected Receivables exceeds the sum of (x) the amount of the reserve for doubtful accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) reflected on the fifth day following Final Statement and (y) the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, amount accrued on the next day on which banking transactions are resumed), collections received by Buyer Final Statement for commissions with respect to the Accounts ReceivableUncollected Receivables, which commissions are not payable until such Uncollected Receivables are collected, (i) Seller shall pay to Purchaser an amount equal to such excess, and (ii) Purchaser shall reassign to Seller Purchaser’s rights with respect to the Uncollected Receivables, and (b) if the sum of (x) the amount of the reserve for doubtful accounts reflected on the Final Statement and (y) the amount accrued on the Final Statement for commissions with respect to the Uncollected Receivables, which commissions are not payable until such Uncollected Receivables are collected, exceeds the aggregate amount of the Uncollected Receivables, Purchaser shall pay to Seller an amount equal to such excess. Buyer In the event the Seller subsequently collects any Uncollected Receivable that is reassigned to it, Seller shall pay to Purchaser an amount equal to the commissions that are payable by Purchaser with respect to the collection of such Uncollected Receivable (provided that such payments shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney exceed the amount accrued for collection and shall not compromise for less than full value any Account Receivable without such commissions on the prior written consent of SellersFinal Statement). Any Account Receivable not collected payment pursuant to this Section 2.5 shall constitute a reduction (if made by Buyer within one hundred fifty Seller) or an increase (150if made by Purchaser) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on Purchase Price equal to the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementamount paid.

Collection of Receivables. At (a) Sellers shall, by letter prepared by Buyers (the earlier "Letter"), irrevocably authorize, instruct and direct that the account parties of all accounts, notes and receivables (including insurance proceeds) constituting Acquired Assets (such parties, the Non-License Transfer "Sellers Account Parties") shall make and deliver all payments relating thereto on or after the ClosingClosing to such location, bank and account (the "Lockbox Account") as Buyers shall specify. The Letter shall cover all such matters as Buyers shall reasonably determine. If, notwithstanding such Letter, any of Sellers Account Parties remit payments on or after the Closing directly or indirectly to Sellers or their respective Affiliates instead of to the Lockbox Account, Sellers agree that they shall assign promptly (and in any event no later than ten Business Days following receipt) deliver all such payments (including but not limited to negotiable instruments which shall be duly endorsed by Sellers to the Accounts Receivable order of Buyers) to Buyer Buyers. Sellers hereby irrevocably designate, make, constitute and appoint Buyers (and all Persons designated by Buyers) as their true and lawful attorney-in-fact to receive, give receipts for, take, endorse, assign, deliver, deposit, demand, collect, xxx on, compound, and give acquittance for collection purposes onlyany and all information, anddocuments, within ten payments forms (10including negotiable and non-negotiable instruments) business days after and proceeds received by Buyers via the Transfer DateLockbox Account or from Sellers that relate to the accounts, Seller notes and receivables (including insurance proceeds) of Sellers Account Parties constituting Acquired Assets, all in the sole discretion of Buyers. Sellers shall furnish use commercially reasonable efforts to Buyer a list of the Accounts Receivable by accounts assist Buyers in collecting in full from Sellers Account Parties all amounts owed pursuant to all accounts, notes and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without receivables constituting Acquired Assets; provided that Sellers shall not be obligated to institute any requirement to litigate actions or proceedings or any other remedy in order to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day outstanding amount of each month occurring during such one hundred fifty (150) day period (or, if any such day is accounts, notes and receivables of Sellers Account Parties and in no event shall Buyers have any recourse against Sellers in connection with any Accounts Receivables which comprise a Saturdaypart of the Acquired Assets which are not collected in full or in part, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer except with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable Receivables as to a collection agency or attorney for collection which Sellers breached their representations and warranties made in Section 2.15 hereof. (b) Sellers shall not compromise for less than full value any Account Receivable without irrevocably authorize, instruct and direct that the prior written consent account parties of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty all Retained Receivables (150such parties, the "Retained Receivables Parties") days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable make and deliver to Sellers, all records payments relating thereto on or after the same day Closing to such location, bank and account (the "Retained Receivables Account") as it remits Sellers shall specify in a letter prepared in consultation with Buyers. If, notwithstanding such letter, any of the Retained Receivables Parties remit payments on or after the Closing directly or indirectly to Sellers (Buyers or their designees) the collections received. All payments in respect respective Affiliates instead of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates Retained Receivables Account, Buyers agree that they shall promptly (and in writing that payment is any event no later than ten Business Days following receipt) deliver all such payments to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, provided that Buyer Buyers shall not be obligated to institute any actions or proceedings or any other remedy in order to collect the outstanding amount of any Retained Receivables and in no event shall Sellers have the right to seek indemnification any recourse against Buyers in accordance connection with the terms and conditions of this Agreementany Retained Receivables which are not collected in full or in part.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller Buyer shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate use its best efforts to collect the Accounts accounts and notes receivable reflected in the Closing Date Pro Forma Balance Sheet (the "Closing Date Receivables") generally in ------------------------ accordance with the billing and collection practices presently applied by the Business in the collection of its accounts and notes receivable, except that with respect to any particular Closing Date Receivable, Buyer shall be under no obligation to use its reasonable efforts commence or not to commence litigation to effect collection and may make any adjustment, concession or settlement which in the good faith judgment of Buyer is commercially reasonable. In connection with the collections by Buyer, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall be applied to the earliest invoice outstanding with respect to indebtedness of such account debtor, except for those invoices which are subject to a dispute to the extent of such dispute. (with at least b) Buyer shall, on or before the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last tenth business day of each calendar month occurring during such one hundred fifty commencing with the second complete calendar month following the Closing Date, deliver to Seller a written report (150"Collection Report") day period (or, if any such day is a Saturday, Sunday or holiday, on of the next day on which banking transactions are resumed), collections received by Buyer following ----------------- information with respect to the Accounts Receivable. Buyer shall not make any referral or compromise Closing Date Receivables: (i) the aggregate amount of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert Receivables (and the number of accounts comprising such Closing Date Receivables); and (ii) the aggregate amount of cash collections of the Closing Date Receivables during the period from the Closing Date through the date of the Collection Report. (c) If, after giving effect to Sellers all adjustments, concessions and settlements made and collection fees incurred (or their designeesin each case in accordance with Section 5.19(a). ), Buyer shall reassignhas not collected, without recourse within 120 days after the Closing ---------------- Date, an amount equal to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto the excess of the Closing Date Receivables over the allowance for doubtful accounts shown on the same day Closing Date Pro Forma Balance Sheet (such excess being referred to herein as it remits to Sellers (or their designees) the collections received. All payments in respect "Net Amount of the Accounts Receivable received during the one hundred fifty (150) day period shall be first applied to the oldest balance Receivables"), ------------------------- then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification require Seller to pay Buyer an amount (the "Uncollected Receivables Amount") equal to (i) the Net Amount of Receivables ------------------------------ minus (ii) the amount collected in accordance cash (after giving effect to the items set ----- forth above) by Buyer during such 120 day period in respect of the Closing Date Receivables; provided that Seller shall be required to pay Buyer the Uncollected -------- Receivables Amount only to the extent that the aggregate amount of Buyer Indemnifiable Losses as of the date of payment exceeds the General Basket Amount; and provided, further, that concurrently with the terms payment by Seller of -------- ------- such amount, Buyer shall reassign to Seller all such uncollected Closing Date Receivables. (d) If, after the Closing Date, Seller shall receive any remittance from any account debtors with respect to the Closing Date Receivables (excluding any Closing Date Receivable reassigned to Seller), Seller shall endorse such remittance to the order of Buyer and conditions forward it to Buyer promptly following receipt thereof, and any such amounts shall be deemed to have been collected by Buyer for purposes of this AgreementSection 5.19. ------------ (e) If Buyer shall receive any remittance from or on behalf of any account debtor with respect to any Closing Date Receivable after such Closing Date Receivable has been reassigned to Seller, Buyer shall endorse such remittance to the order of Seller and forward it to Seller promptly following receipt thereof.

Collection of Receivables. At In the earlier event the Seller or Parent receives any monies, drafts, checks and other instruments of payment with respect to Receivables of the Non-License Transfer Business, and such payments are not directly attributable to the Seller's or the ClosingParent's lockbox, Sellers the Seller or Parent shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten promptly (10) but in no case later than 3 business days after receipt thereof) remit such amounts to the Transfer DateBuyer in the identical form received, provided that payments applying to both Receivables and other amounts of the Seller or Parent and accounts receivable and other amounts of the Buyer shall be deposited in the Buyer's account and funds in the amount not attributable to the Receivables and accounts receivable and other amounts of the Buyer shall be promptly remitted to the Seller. The Buyer shall promptly notify the Seller of any such amounts so received. In the case of payments made to the Seller's or Parent's lockbox, such amounts as are required shall be deposited in the Seller's lockbox until collection thereof , at which time (but in no case later than 5 business days after collection thereof), the Seller shall furnish remit to the Buyer a list all such amounts as are properly attributable to Receivables, accounts receivable and other amounts of the Accounts Receivable by accounts and Buyer. The Seller shall promptly notify the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is amounts so received. On a Saturday, Sunday or holiday, on monthly basis for the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty twelve (15012) days months following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassignand thereafter as needed, without recourse to the Buyer, each Account Receivable Seller and deliver Parent agree to Sellerscooperate in reconciling the respective accounts receivable and other amounts, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agreesascertaining compliance with this Section 4.12, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementaddressing joint customer issues.

Collection of Receivables. At As of January 6, 2003 (the earlier of the Non-License Transfer or the Closing"TBA DATE"), Sellers SELLER shall assign the Accounts Receivable Receivables to Buyer PURCHASER for collection purposes only, and, within ten five (105) business days Business Days after the Transfer TBA Date, Seller SELLER shall furnish to Buyer PURCHASER a list of the Accounts Receivable Receivables by accounts and the amounts then owing. Buyer agrees, PURCHASER agrees that during the term of the Time Brokerage Agreement and for a period of one hundred fifty (150) days following the Transfer DateClosing Date (the "COLLECTION PERIOD"), without any requirement to litigate to collect the Accounts ReceivableReceivables, to use its commercially reasonable efforts (with at least the care and diligence Buyer PURCHASER uses to collect its own accounts receivable) to collect for Sellers SELLER the Accounts Receivable Receivables and to remit to Sellers (or their designees) SELLER on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period the Collection Period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumedBusiness Day), collections received by Buyer PURCHASER with respect to the Accounts ReceivableReceivables. Buyer With each remittance, PURCHASER shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. PURCHASER shall not make any referral or compromise of any Accounts Receivable Receivables to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of SellersSELLER. Any Account Receivable not collected by Buyer PURCHASER within one hundred fifty (150) days following the Closing Date Collection Period shall revert to Sellers (or their designees)SELLER. Buyer PURCHASER shall reassign, without recourse to BuyerPURCHASER, each Account Receivable and deliver to SellersSELLER, all records relating thereto on the same day as it remits to Sellers (or their designees) SELLER the collections received. All payments in respect of the Accounts Receivable Receivables received during the one hundred fifty (150) day period Collection Period shall be first applied to the oldest balance then due on the Accounts Receivable Receivables unless the account debtor indicates in writing that payment is to be applied otherwise due or if the payment refers to a dispute over an Account Receivablespecific invoice or is evidenced by a payment amount that is the exact amount of a later invoice. Buyer PURCHASER agrees, upon the reasonable request of SellersSELLER, to furnish to Sellers SELLER periodic reports on the status of its SELLER's Accounts ReceivableReceivables. Buyer PURCHASER shall have no right to set-off any amounts collected for Accounts Receivable Receivables for any amounts owed to Buyer PURCHASER by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementSELLER.

Collection of Receivables. At (a) On or before the earlier Closing Date, the Grantor shall (a) execute and deliver to the Lender a Blocked Account Control Agreement for Deposit Account number 00000000 maintained by the Grantor at Northern Trust Company, into which Account substantially all cash, checks or other similar payments relating to or constituting payments made in respect of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten Receivables will be deposited. Within one hundred twenty (10120) business days after the Transfer date hereof, Borrower will establish and will cause the Loan Parties to establish lock box service (the “Lock Boxes”) with Lender, which lock boxes shall be subject to irrevocable lockbox agreements. After the Closing Date, Seller the Grantor will comply with the terms of Section 7.2. (b) Within one hundred twenty (120) days after the Closing Date, the Grantor shall furnish direct all of its Account Debtors to Buyer a list of forward payments directly to the Accounts Receivable by accounts Lock Box at Lender. The Lender shall have sole access to the Lock Box at all times and the amounts then owingGrantor shall take all actions necessary to grant the Lender such sole access. Buyer agreesAt no time shall the Grantor remove any item from the Lock Box or from a Collateral Deposit Account without the Lender’s prior written consent. If the Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after notice from the Lender, for a period of one hundred fifty (150the Lender shall, notwithstanding the language set forth in Section 6.2(b) days following be entitled to make such notification directly to Account Debtor. If notwithstanding the Transfer Dateforegoing instructions, without the Grantor receives any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise proceeds of any Accounts Receivable to a collection agency or attorney for collection Receivables, the Grantor shall receive such payments as the Lender’s trustee, and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert immediately deposit all cash, checks or other similar payments related to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All constituting payments made in respect of the Accounts Receivable Receivables received during the one hundred fifty by it to a Collateral Deposit Account. All funds deposited into any Lock Box subject to a Lock Box Agreement will be swept on a daily basis into (150i) day period shall be first applied to the oldest balance then due on extent (x) a Default has occurred and is continuing or (y) the Accounts Receivable unless the account debtor indicates Availability is or has been less than $3,000,000.00 and Lender has elected, in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellersits Permitted Discretion, to furnish to Sellers periodic reports on exercise full cash dominion over the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer accounts, a collection account maintained by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance Grantor with the Lender (the “Collection Account”) or (ii) at all other times, any other account of such Grantor maintained with Lender. The Lender shall hold and apply funds received into the Collection Account as provided by the terms and conditions of this AgreementSection 7.3.

Collection of Receivables. At To the earlier extent necessary, WFBC hereby appoints Seller as agent for WFBC for purposes of collection of accounts purchased by WFBC hereunder. As WFBC's agent for the collection of accounts purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC in accordance with Seller's customary practices and in compliance with applicable law. Seller will furnish to WFBC, upon request, any and all papers, documents and records in its possession or control related to accounts purchased by WFBC hereunder, or related to Seller's business relationship with the respective account debtors, and agrees to cooperate fully with WFBC on all matters related to collection of accounts purchased by WFBC hereunder. WFBC reserves the right to terminate such agency at any time or without cause or notice to Seller. Seller authorizes WFBC to forward directly to account debtors statements or invoices on accounts purchased by WFBC hereunder, and to request payment at such address or to such bank account or lock box as may be designated by WFBC. Seller agrees that, if any payment made to Seller on any account purchased by WFBC from Seller hereunder, Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT TO WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment fee in the amount of fifteen percent (15%) of the Non-License Transfer amount of any payment on account of a purchased Account which has been received by Customer and not delivered in kind to WFBC on the next business day following the date of receipt by Seller. If any goods relating to an account purchased by WFBC hereunder shall be returned to or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Daterepossessed by Seller, Seller shall furnish give prompt notice thereof to Buyer a list WFBC and shall hold such goods in trust for WFBC, separate and apart from Seller's own property, and such goods shall be owned solely by WFBC and be subject to WFBC's direction and control. Seller shall properly store and protect such goods and agrees to cooperate fully with WFBC in any subsequent disposition thereof for the benefit of WFBC. Seller authorizes WFBC to collect, sue for and give releases for, in the name of Seller or WFBC in WFBX'x sole discretion, all amounts due on accounts sold to WFBC hereunder. Seller specifically authorizes WFBC to endorse, in the name of Seller, all checks, drafts, trade acceptances or other forms of payment tendered by account debtors in payment of accounts sold to WFBC hereunder and made payable to Seller. WFBC shall have no liability to Seller for any mistake in the application of any payment received with respect to any account; provided WFBC has not acted in bad faith or has not be grossly negligent, it being the specific intent of the Accounts Receivable parties hereto that WFBC shall have no liability hereunder for its own negligence. Seller hereby waives notice of nonpayment of any account sold to WFBC hereunder as well as any and all other notices with respect to such accounts, demands or presentations for payment, and agrees that WFBC may extend or renew from time to time the payment of, or vary, reduce the amount payable under or compromise any of the terms of, any account purchased by accounts WFBC, in each case without notice to or the consent of Seller. Seller further authorizes WFBC (or its designee) to open and remove the amounts then owing. Buyer agreescontents of any post office box of Seller or WFBC (or its designee) which WFBC believes contains mail relating to accounts, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivableand in connection therewith or otherwise, to receive, open and dispose of mail addressed to Seller which WFBC believes may relate to accounts, and in order to further assure receipt by WFBC (or its designee) of mail relating to such accounts, to notify other parties including customers and postal authorities to change the address for delivery of such mail addressed to Seller at such address as WFBC may designate. WFBC agrees to use its reasonable efforts (with at least measures to preserve the care and diligence Buyer uses contents of any such mail which does not relate to collect its own accounts receivable) to collect for Sellers the Accounts Receivable purchased hereunder and to remit deliver same to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period Seller (or, if any such day is a Saturdayat the election of WFBC, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect notify Seller of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request address where Seller may take possession of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellerssuch contents; provided, howeverif Seller does not take possession of such contents within 30 days after notice from WFBC to take possession thereof, WFBC may dispose of such contents without any liability to Seller.) Seller hereby irrevocably appoints WFBC (and any employee, agent or other person designated by WFBC, any of whom may act without joinder to the others) as Seller's attorneys-in-fact and agents, in Seller's name, place, and stead, to take all actions, execute and deliver all notices, negotiate such instruments and other documents, as may be necessary or advisable to permit WFBC (or its designee) to take any and all of the actions described in this paragraph or to carry out the purpose and intent thereof, as fully and for all intents and purposes as Seller could itself do, and hereby ratifies and confirms all that Buyer shall have the right said attorneys-in-fact and agents may do or cause to seek indemnification in accordance with the terms and conditions of this Agreementbe done by virtue hereof.

Collection of Receivables. At Purchaser shall remit to Seller promptly after collection by Purchaser Seller's apportioned share of all "Current Receivables" due from tenants at the earlier Property that are not in default of their monthly rental obligations for any billing period prior to the Non-License Transfer billing period in progress on the Closing Date. The term "Receivables" as used in this Agreement shall mean all rental payments, expense reimbursements and other monetary obligations of any kind due and owing or to become due and owing to Seller for the Closing, Sellers period prior to the Closing Date under the Leases; the term "Current Receivables" shall assign mean all Receivables for the Accounts Receivable billing period in progress on the Closing Date. Purchaser shall undertake its customary collection efforts on behalf of Seller to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, collect all Receivables for a period of one hundred fifty six (1506) months from the Closing Date (which shall include the submission of monthly invoices and follow-up invoices, and may (but need not) include the commencement or continuation of litigation or other proceedings), it being agreed that in such cases any monies received by Purchaser from and after the Closing Date from any party liable for any portion of the Receivables to be collected by Purchaser shall be applied (after payment of all reasonable costs of collection, including reimbursement to Seller or Purchaser of any legal fees or collection costs reasonably incurred by either of them) FIRST to the payment of monies owed to Seller and Purchaser for the billing period in progress on the Closing Date, SECOND to any current sums and arrearages owed to Purchaser (relating to billing periods after the billing period in progress as of the Closing Date), and LAST to the balance of any Receivables. Any monies received by Purchaser which are to be applied to Receivables owed to Seller hereunder shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt. Notwithstanding the foregoing, Seller shall retain the sole right to collect (in such manner as it shall deem appropriate) (x) Receivables due from tenants who have vacated the Property prior to the Closing Date, and (y) those Receivables, if any, listed on SCHEDULE 6.2 attached hereto, and Purchaser shall not be required to undertake any collection efforts with respect to such Receivables except as provided in the following sentence. Upon the request of Seller, Purchaser shall take such commercially reasonable steps and actions, at the direction and expense of Seller, to cause Amerindo Investment Advisors Inc. ("Amerindo") to make the payments required to be made by Amerindo under paragraph 5 of that certain Partial Surrender Agreement dated July, 2002 between Seller and Amerindo. Purchaser acknowledges and agrees that it will be commercially reasonable for Seller to request Purchaser to terminate the Amerindo Lease if Amerindo fails to timely make the aforementioned payment and Purchaser shall terminate such lease if so requested by Seller provided that Seller shall indemnify and hold harmless Purchaser from and against all losses, costs and expenses suffered by Purchaser as a result of such termination (including, but not limited to, all base rent, fixed rent, and additional rent to which Purchaser would have been entitled during the remaining term of the lease with Amerindo) and provided further that if the Amerindo Lease is so terminated, Purchaser shall turn over to Seller (and Seller shall be entitled to retain) any security deposit then held by Purchaser under the Amerindo Lease. Purchaser hereby acknowledges that it has no right, title or interest in any payments owed to Seller under the aforementioned Partial Surrender Agreement and that such amounts belong exclusively to Seller. Any sums received by Purchaser in connection with the preceding sentence shall be held in trust by Purchaser for the benefit of Seller and shall be immediately turned over to Seller. Notwithstanding anything to the contrary hereinabove provided, (i) Purchaser acknowledges and agrees that from and after the Closing Date Seller shall at all times have the right to independently xxx Amerindo to enforce the personal recourse obligation of Amerindo under paragraph 5 of the aforementioned Partial Surrender Agreement and (ii) Seller acknowledges and agrees that from and after the Closing Date, Purchaser shall at all times have the right to xxx Amerindo to enforce the provisions of the Partial Surrender Agreement and shall have the right to exercise any and all remedies to which it is entitled under the Amerindo Lease with respect to any default thereunder. With respect to any pending litigation or other proceedings to collect any Receivables from tenants in occupancy on the Closing Date, Purchaser shall have the option of either (i) continuing such litigation or proceedings (the costs of which shall be equitably apportioned between Seller and Purchaser, based upon the amounts ultimately paid to each, and reimbursed out of the first monies collected, if any) and Purchaser shall be substituted as the plaintiff, if necessary, or (ii) of not continuing the litigation, whereupon Seller may continue such litigation in its own name and at its sole cost and expense, provided that such litigation shall not result in the eviction of the tenant or the termination of its Lease without Purchaser's consent, and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the subject Receivables. Neither Purchaser nor Seller shall settle or compromise any claims against tenants which relate solely to Receivables payable to Purchaser and Seller without Seller's and Purchaser's prior written approval, which shall not be unreasonably withheld or delayed. If within sixty (60) days following the Transfer Date, without date hereof any requirement of the Receivables to litigate be collected by Purchaser have not been collected and remitted to Seller or Purchaser has not commenced litigation to collect the Accounts Receivablesuch Receivables, to use then Seller may undertake its reasonable own efforts (with at least the care and diligence Buyer uses to collect its own accounts receivablesuch Receivables, including the commencement of litigation and other proceedings (but Seller shall not seek to evict any tenant or terminate any Lease), and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) to collect for Sellers shall be applied in full satisfaction of the Accounts Receivable and to remit to Sellers subject Receivables, it being agreed that Seller shall refrain from taking any such efforts during the sixty (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (15060) day period (or, if any such day is a Saturday, Sunday or holiday, on following the next day on which banking transactions are resumed), collections received by Buyer Closing. Purchaser and Seller shall reasonably cooperate with respect to each other in the Accounts Receivable. Buyer shall not make any referral or compromise collection of any Accounts Receivable to a collection agency or attorney for collection Receivables and shall not compromise for less than full value execute any Account Receivable without documents reasonably requested by the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert other to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellerscollect such Receivables; provided, however, that Buyer shall have such party's reasonable out-of-pocket costs are reimbursed by the right to seek indemnification in accordance with other. TAX PROTESTS. As of the terms and conditions date of this Agreement, Seller may have engaged various law firms or consultants to protest the valuation of the Property ("Protest Proceedings"), as more particularly described in SCHEDULE 10.1(g) attached hereto, for the purpose of protesting the amount of ad valorem taxes for certain tax fiscal periods, some of which may have been paid by Seller and some of which either are not yet due and payable or have not been paid. With respect to tax fiscal periods commencing prior to the tax fiscal period in progress on the Closing Date, all ad valorem taxes imposed on the Property are the responsibility of Seller, and further, any refund payable to Seller by virtue of a favorable determination resulting from such protests shall belong exclusively to Seller, with Seller having the obligation to refund the portion of any such refund, if any, owing to tenants under leases in effect during such prior tax fiscal periods. Any refund (including, without limitation, any interest payable thereon) payable by virtue of a favorable determination resulting from any such Protest Proceeding with respect to the tax fiscal period in progress on the Closing Date, after payment or reimbursement of all fees and out-of-pocket expenses relating thereto, shall be prorated between Seller and Purchaser on a per diem basis, with Seller being entitled to receive the portion allocated to the portion of such tax fiscal period up to and including the Adjustment Date, and with Seller having the obligation to refund the portion of any such refund, if any, owing to tenants under the Leases on account of such refund attributable to periods prior to Adjustment Date. In connection with any Protest Proceeding for the tax fiscal period in progress on the Closing Date, at Purchaser's request Seller shall, if possible, cause Purchaser to be substituted for Seller in such Protest Proceeding and any other pending Protest Proceedings for tax fiscal periods commencing prior to the tax fiscal period in progress on the Closing Date, or if not possible, Seller shall permit Purchaser to control the conduct all such Protest Proceedings, it being agreed that Seller shall not be obligated to agree to the settlement of any such Protest Proceedings in which Purchaser has been substituted for Seller or which Purchaser is controlling unless Seller approves of such settlement in the exercise of its reasonable discretion. Seller and Purchaser shall otherwise cooperate with each other with respect to all Protest Proceedings. Neither Seller nor Purchaser shall in any event settle any Protest Proceedings pending on the Closing Date in which taxes for any tax fiscal period in progress on or prior to the Closing Date are being adjudicated without the other party's consent, which consent shall not be unreasonably withheld or delayed.

Collection of Receivables. At the earlier of the Non-License Transfer or the Closing, Sellers shall assign the Accounts Receivable to Buyer for collection purposes only, and, within ten (10a) business days From and after the Transfer Closing Date, Seller Buyer shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate use its commercially reasonable efforts to collect the Accounts Receivable, outstanding accounts receivable attributable to use its reasonable efforts the period prior to the Closing Date (the "Receivables") generally in accordance with at least the care billing and diligence collection practices presently applied by Buyer uses to collect its own in the collection of accounts receivable, except that Buyer shall be under no obligation to commence or not to commence litigation to effect collection and may make any adjustment, concession or settlement which in the good faith judgment of Buyer is commercially reasonable. In connection with the collections by Buyer, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall be applied to the earliest invoice outstanding with respect to indebtedness of such account debtor, except for those invoices which are subject to a dispute to the extent of such dispute. (b) to collect for Sellers Buyer shall, on or before the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last tenth business day of each calendar month occurring during commencing with the second complete calendar month following the Closing Date, deliver to the Shareholders a written report (a "Collection Report") of the following information with respect to the Receivables: (i) The aggregate amount of the remaining Receivables (the "Uncollected Receivables") (and the number of accounts comprising such one hundred fifty Receivables); and (150ii) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), The aggregate amount of cash collections received by Buyer with in respect to of the Accounts Receivable. Buyer shall not make any referral or compromise Receivables during the period from the Closing Date through the date of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty Collection Report. (150c) days On the 90th day following the Closing Date shall revert to Sellers (or their designeesthe "Settlement Date"). , Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day Shareholders a certificate of Buyer's chief financial officer(the "Receivable Certificate") stating the amount of Uncollected Receivables as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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. Buyer agreesSettlement Date, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification determined in accordance with U.S. GAAP minus the terms amount of any reserves specified for accounts receivable on the November 30, 2000 Balance Sheet of the Company (the "Receivable Amount"). On the 10th day following the Settlement Date, Buyer shall reassign to the Shareholders all such Uncollected Receivables and conditions the Shareholders shall pay to Buyer a sum equal to the Receivable Amount. The obligation of the Shareholders to pay to Buyer the Receivable Amount (and the obligation of Buyer to reassign Uncollected Receivables to the Shareholders), pursuant to and on the date specified in, the preceding sentence shall be unaffected by any Notice of Disagreement delivered by either Party pursuant to paragraph (d) below or the existence of any dispute between the Parties relating to this AgreementAgreement or the transactions contemplated hereby. To the extent Buyer receives any payments with respect to any Receivables after they have been transferred to the Shareholders, Buyer shall remit any such amounts to the Shareholders within 30 days of Buyer's receipt of such payments.

Collection of Receivables. At (a) Payments received by Purchaser from account debtors as payment for a Receivable shall be applied against the earlier oldest unpaid balance of such account debtor, unless the account debtor designates another application, in which case the application designated may be followed in applying the payment. In return for payment of claims for defaulted Receivables, Purchaser shall reassign the account or note involved to Seller. The uncollected receivables reassigned to Seller as provided herein shall be transferred by Purchaser subject to no defenses or setoffs by the debtor which did not arise as a result of the Non-License Transfer or conduct of the Business prior to Closing. (b) Purchaser shall be entitled, Sellers shall assign the Accounts Receivable in its sole discretion, to Buyer for collection purposes only, and, within ten reassign and transfer to Seller any Receivables which have not been collected in full by one hundred twenty (10120) business days after the Transfer Date, Closing Date and Seller shall furnish be required to Buyer a list accept any such uncollected Receivable which have been so reassigned and transferred. If Purchaser determines to so reassign and transfer any such uncollected Receivables, the Purchase Price, as may have been adjusted pursuant to the terms hereof, shall be reduced as set forth in Section 2.2 by an amount equal to the aggregate face amount of the Accounts Receivable such uncollected Receivables. Purchaser shall use commercially reasonable efforts to collect all Receivables in full by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty twenty (150120) days following after the Transfer Closing Date, without any requirement . Purchaser shall provide to litigate to collect Seller an accurate and complete account aging and collection report regarding outstanding Receivables within the Accounts Receivable, to use its reasonable efforts first five (with at least the care and diligence Buyer uses to collect its own accounts receivable5) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day Business Days of each calendar month occurring during such within one hundred fifty twenty (150120) day period (ordays after the Closing Date. Seller may, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer with respect to the Accounts Receivable. Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassignPurchaser, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments assist Purchaser in respect of the Accounts Receivable received collecting outstanding Receivables during the one hundred fifty twenty (150120) day period shall be first applied to following 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this AgreementClosing Date.

Collection of Receivables. At the earlier of the Non-License Transfer or After the Closing, Sellers Purchaser shall assign be empowered to collect all Receivables and other items transferred to Purchaser hereunder and to endorse with the Accounts Receivable name of Seller any checks or other instrument received on account of any such Receivables or other items. Purchaser shall use its reasonable best efforts to Buyer for collection purposes onlycollect all Receivables. Seller agrees to promptly transfer to Purchaser any cash, andchecks or other property that it may receive in respect of the Receivables. At the written request of Purchaser, within ten (10) business days Seller will cooperate, and will use commercially reasonable efforts to have the officers, directors, and other employees of Seller cooperate with Purchaser on and after the Transfer DateDate of Closing in endeavoring to effect the collection of all Receivables and with respect to other actions, proceedings, arrangements or disputes involving Seller or Purchaser based upon contracts, arrangements or acts of Seller which were in effect or occurred on or prior to the Date of Closing. To the extent that Receivables reflected on Seller's books as of the close of business on the Date of Closing remain uncollected as of the close of business on the ninetieth (90th) day after the Date of Closing, Purchaser shall provide a list to Seller of all Receivables that remain uncollected as of such date. In the event Purchaser receives payment following such ninetieth (90th) day after the Date of Closing of any such uncollected Receivables, Purchaser shall pay an amount equal to such payments (net of any fees incurred in collecting such uncollected Receivables) to Seller on a reasonable schedule. Purchaser's obligation to make such payments to Seller shall terminate on the first anniversary of the Date of Closing. Following the Date of Closing and prior to the first anniversary of the Date of Closing, Seller shall furnish have the right, on up to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivabletwo occasions, to use its reasonable efforts request (with at least the care and diligence Buyer uses by providing written notice to collect its own accounts receivablePurchaser) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) on the fifth day following the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed), collections received by Buyer status report with respect to the Accounts ReceivableReceivables collected after the ninetieth day after the Date of Closing. Buyer Purchaser shall not make any referral or compromise of any Accounts Receivable to provide Seller such a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer status report within one hundred fifty thirty (15030) days following the Closing Date shall revert to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received during the one hundred fifty (150) day period 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 receipt of such a dispute over an Account Receivable. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementrequest.

Collection of Receivables. At (a) From and after the earlier Closing Date, Purchaser shall use commercially reasonable efforts in accordance with the Company’s past practices to collect the Receivables. For the purpose of determining amounts collected by Purchaser with respect to the Receivables, all payments by an account debtor to the Purchaser or any of its Affiliates after the Closing Date, including payments for cash-on-delivery shipments, shall first be applied to the oldest outstanding invoice due from that account debtor to the Company. Purchaser shall not be required to bring any suit or take any other action to collect any of the Non-License Transfer or Receivables that is not consistent with the past practices of the Company. (b) On the 180th day following the Closing, Sellers shall assign have the Accounts Receivable right, but not the obligation, to Buyer for collection purposes only, and, within ten (10) business days after the Transfer Date, Seller shall furnish to Buyer a list purchase from Purchaser any of the Accounts Receivable Receivables that remain uncollected as of such date by accounts and paying to Purchaser an amount equal to the amounts then owing. Buyer agreesaggregate face value of such Receivables, less the amount of the reserves established for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers the Accounts Receivable and to remit to Sellers (or their designees) such Receivables on the fifth Company’s Latest Balance Sheet. If on the 360th day following the last Closing Date, any of the Receivables that have not been so purchased by Sellers remain uncollected (the “Uncollected Receivables”), Purchaser shall assign promptly thereafter all of the Uncollected Receivables to Sellers and Sellers shall pay to Purchaser an amount equal to the aggregate face value of the Uncollected Receivables, less the amount of the reserves established for such Receivables on the Company’s Latest Balance Sheet. From and after the 180th day following the Closing Date, neither Purchaser nor any of each month occurring during such one hundred fifty (150) day period (or, if its Affiliates shall sell any products to any account debtors of any such day is Uncollected Receivables on a Saturdaycredit basis if Purchaser or Sellers have not collected undisputed Uncollected Receivables from such account debtors. Purchaser may sell products to any such account debtors on a cash-on-delivery basis. Sellers and Purchaser shall cooperate in order to collect all Uncollected Receivables. (c) In the event that prior to any assignment to Sellers of any Receivables under this Section 6.2, Sunday Sellers shall receive any remittance from or holiday, on the next day on which banking transactions are resumed), collections received by Buyer behalf of any account debtor with respect to such Receivables, Sellers shall endorse without recourse such remittance to the Accounts Receivable. Buyer shall not make order of Purchaser and forward such remittance to Purchaser promptly upon receipt thereof. (d) In the event that after any referral or compromise assignment to Sellers of any Accounts Receivable Uncollected Receivables, Purchaser shall receive any remittance from or on behalf of any account debtor with respect to a collection agency or attorney for collection such Uncollected Receivables, Purchaser shall endorse without recourse such remittance to the order of Sellers and shall not compromise for less than full value any Account Receivable without the prior written consent of Sellers. Any Account Receivable not collected by Buyer within one hundred fifty (150) days following the Closing Date shall revert forward such remittance to Sellers promptly upon receipt thereof. (or their designees). Buyer e) Purchaser shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto provide Sellers with statements on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Accounts Receivable received a monthly basis during the one hundred fifty (150) 360-day period 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. Buyer agrees, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on following Closing setting forth the status of its Accounts Receivableefforts to collect the Receivables. Buyer Purchaser and Sellers hereby agree to cooperate with each other to maximize the collection of the Receivables. (f) Any amounts due from Sellers to Purchaser pursuant to Section 6.2(b) hereof shall have no right be satisfied solely out of the Escrow Account. Notwithstanding the provisions of Section 6.2(b), if the amount of the Uncollected Receivables exceeds the amount remaining in the Escrow Account, the excess Uncollected Receivables shall not be assigned to set-off any amounts collected the Sellers but shall be retained by Purchaser for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification in accordance with the terms and conditions of this Agreementcollection.

Collection of Receivables. At the earlier of the Non-License Transfer or (a) From and after the Closing, Sellers the Buyer Parties shall, and shall assign cause ATPG to, undertake the Accounts Receivable to Buyer for collection purposes only, and, within ten of (10i) business days after the Transfer Date, Seller shall furnish to Buyer a list of the Accounts Receivable by accounts and the amounts then owing. Buyer agrees, for a period of one hundred fifty (150) days following the Transfer Date, without any requirement to litigate to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for Sellers all the Accounts Receivable and to remit to Sellers (or their designeesii) on all accounts receivable of ATPG as of the fifth day following Closing Date, respectively (collectively, the last day of each month occurring during such one hundred fifty (150) day period (or, if any such day is a Saturday, Sunday or holiday, on the next day on which banking transactions are resumed"QUALIFIED ACCOUNTS RECEIVABLE"), collections received with the same diligence as is customarily employed by the Buyer and its operating subsidiaries in connection with the collection of accounts receivable. At the Closing, Seller will provide Buyer Parties with a schedule containing the names and addresses of customers from whom Qualified Accounts Receivable are outstanding as of the Closing Date, along with the amounts outstanding and aging of such Qualified Accounts Receivable. The Buyer Parties will provide the Sellers on a monthly basis with access to a reconciled schedule of cash receipts listing all cash receipts from customers with respect to the Qualified Accounts ReceivableReceivable as reasonably requested. Buyer shall not, and shall cause ATPG not make any referral to, compromise, settle or compromise adjust the amount of any of the Qualified Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of the Sellers, which consent shall not be withheld unreasonably. Any Account Receivable To the extent that Buyer or ATPG has not collected by Buyer the full amount of the Qualified Accounts Receivable reflected on the Closing Statement of Net Assets (less the reserve for doubtful amounts set forth thereon) (such amount of such Qualified Accounts Receivable less such reserve for doubtful amounts being referred to as the "Full Amount") within one hundred fifty eighty (150180) days following after the Closing Date Date, Sellers jointly and severally, agree to pay to Buyer thereupon the amount of such deficiency and, concurrently with the payment by Sellers thereof, Buyer shall, and shall revert cause ATPG to, reassign to Sellers (or their designees). Buyer shall reassign, without recourse to Buyer, each Account Receivable and deliver to Sellers, all records relating thereto on the same day as it remits to Sellers (or their designees) the collections received. All payments in respect of the Qualified Accounts Receivable received during included in the one hundred fifty (150) day period shall be first applied to the oldest balance Closing Statement of Net Assets which then due on the Accounts Receivable unless the account debtor indicates in writing remain outstanding and at that payment is to be applied otherwise due to a dispute over an Account Receivable. Buyer agreestime, upon the reasonable request of Sellers, to furnish to Sellers periodic reports on the status of its Accounts Receivable. Buyer shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Sellers; provided, however, that Buyer shall have the right to seek indemnification undertake themselves or through third parties the collection of such Qualified Accounts Receivable, provided all such collection efforts shall be conducted in accordance the manner customarily employed by the Sellers and consistent with Sellers' past practice in connection with the terms collection of accounts receivable. To the extent that Buyer or ATPG collects more than the Full Amount, Buyer shall pay to Sellers from time to time the amount of such excess promptly upon receipt thereof. In the event that Buyer or ATPG shall receive any remittance on behalf of any account debtor with respect to any Qualified Account Receivable after such Qualified Account Receivable has been reassigned to Sellers, Buyer or ATPG, as applicable, shall endorse such remittance to the order of Sellers and conditions forward same to Sellers promptly upon receipt thereof. In the event that Sellers shall receive any remittance on behalf of this Agreementany account debtor with respect to any Qualified Account Receivable which has not been reassigned to Sellers, Sellers shall endorse such remittance to the order of Buyer and forward same to Buyer promptly upon receipt thereof along with any advice regarding the application of such payment.