Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.

Accounts Receivable. All Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable - - Accounts Receivable Availability before Sublimit(s) Total Collateral Availability - - Suppressed Availability - - Availability before Reserves Total Credit Line 350,000,000.00 Last 90 day Collections - - Letter of Credit Balance As of: Loan Ledger Balance As of: Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the trade accounts receivable Borrowers that (i) the representations and any other similar right to receive payments arising out warranties of sales made each Borrower or its Subsidiaries contained in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected Credit Agreement or in the books other Loan Documents is true and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect correct in all material respects all Accounts Receivable which have arisen during (except that such period), (i) have arisen materiality qualifier shall not be applicable to any representations or will arise solely in bona fide transactions warranties that already are qualified or modified by the Company materiality in the ordinary course text thereof) on and as of the operation date hereof and the date of any requested extension of credit as though made on and as of such date (except to the businessextent that such representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) represent no Default or Event of Default has occurred and is continuing on the date hereof, nor will represent upon their creation, valid obligations due and owing any thereof occur after giving effect to the Companyrequest above, except for and (Aiii) all of the reserves for doubtful accounts reflected in foregoing is true and correct as of the Balance Sheet (which reserves effective date of the calculations set forth above and that such calculations have been established made in accordance with GAAP and consistent with past practice the requirements of the Company) Credit Agreement. Authorized Signer To: Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of [June ___], 2017 (B) with respect as amended, restated, supplemented, or otherwise modified from time to Accounts Receivable arising after the Balance Sheet Datetime, the reserves “Credit Agreement”) by and among DEX MEDIA, INC., a Delaware corporation, YP LLC, a Delaware limited liability company, XXXXXXXXXXX.XXX LLC, a Delaware limited liability company, YP ADVERTISING & PUBLISHING LLC, a Delaware limited liability company, PRINT MEDIA LLC, a Delaware limited liability company (each individually referred to as a “Borrower”, and individually and collectively, jointly and severally, referred to as the “Borrowers”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Parent”), CERBERUS YP DIGITAL BLOCKER LLC, a Delaware limited liability company, CERBERUS YP BLOCKER LLC, a Delaware limited liability company, YP HOLDINGS LLC, a Delaware limited liability company, PRINT MEDIA HOLDINGS LLC, a Delaware limited liability company, YP INTERMEDIATE HOLDINGS CORP., a Delaware corporation, YP WESTERN HOLDINGS CORP., a Delaware corporation, YP SOUTHEAST HOLDINGS CORP., a Delaware corporation, YP MIDWEST HOLDINGS CORP., a Delaware corporation, YP CONNECTICUT HOLDINGS CORP., a Delaware corporation, PLUSMO HOLDINGS CORP., a Delaware corporation, and INGENIO HOLDINGS CORP., a Delaware corporation, as guarantors, the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo Bank”), as administrative agent for doubtful accounts established on each Secured Party, Xxxxx Fargo Bank and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as joint lead arrangers, joint book runners, and co-collateral agents, and PNC Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the Company's books and records in accordance with GAAP and meanings ascribed to them in the ordinary course Credit Agreement. Pursuant to Section 5.1 of the Company's business consistent with past practiceCredit Agreement, (iii) are or will be on the Closing Date enforceable undersigned Financial Officer of Dex Media, Inc., as Administrative Borrower, hereby certifies in accordance with their terms, such capacity and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices in his individual capacity as of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.date hereof that:

Accounts Receivable. All SCHEDULE 3.15 is a true, correct and complete listing and aging of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") accounts receivable as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable last day of the Company reflected on last full calendar month preceding the Balance Sheet, date hereof determined in accordance with GAAP consistently applied and determined in a manner consistent with the Accounts Receivable which are reflected presentation in the books and records Financial Statements. All of the Company and which such accounts receivable have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide arm's length transactions by the Company in the ordinary course of the operation business and are valid and binding obligations of the businessaccount debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, (ii) represent or will represent upon their creation, valid obligations due and owing except to the Company, except for (A) the extent that reserves for doubtful accounts reflected in have been established by the Balance Sheet (Company and are set forth on SCHEDULE 3.15 and which reserves have been established adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (30) days thereafter, the Shareholders will deliver to Buyer a true, correct and complete listing and aging of the Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP and consistent with past practice the presentation in the Financial Statements (the "Closing Date Receivables"), to be appended as part of SCHEDULE 3.15 hereto. SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Closing Date, the Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15, in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be reflected on SCHEDULE 3.15 or on the Company's books and records Financial Statements have been or shall be determined in accordance with GAAP consistently applied and are and shall be consistent with the presentation in the ordinary course of Financial Statements, it being understood that in no event shall the Company's business consistent reserve with past practice, (iii) are or will be on respect to the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices Receivables exceed 1% of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge total face amount of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableClosing Date Receivables.

Accounts Receivable. All Section 4.16 of the trade accounts receivable Disclosure Schedules sets forth a full and any other similar right to receive payments arising out complete list of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in at the books Effective Date and records of the Company and which have arisen from the period from the Balance Sheet Date to and including at the Closing Date (net of any reserves shown thereon and such books and records accurately reflect in all material respects all net of any Accounts Receivable which have arisen during collected since the Effective Date and prior to Closing and as increased by any work-in-process billed and converted to Accounts Receivable). Each Accounts Receivable is a true and correct statement of the account for goods delivered to or services actually performed for and accepted by such period), (i) have arisen or will arise solely in bona fide transactions by the Company account debtor in the ordinary course of the operation business materially consistent with past practice. As of the businessEffective Date, the obligors to which the receivables relate are not in or subject to a bankruptcy or insolvency proceeding, and none of the receivables has been made subject to an assignment for the benefit of creditors. All receivables listed in Section 4.16 of the Disclosure Schedules (net of any reserves shown thereon and net of any Accounts Receivable collected since the Effective Date and prior to Closing) (i) are valid and existing, and (ii) represent monies due for goods sold and delivered or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and services rendered in the ordinary course of the Company's business materially consistent with past practice, and (iii) are or no material portion of such receivables will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deductionrefunds or adjustments or any defenses, defense, rights of set-off off, assignment, restrictions, security interests or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices other Encumbrances following entry of the CompanySale Order and application of Section 363(f) of the Bankruptcy Code. Except as set forth on Schedule 2.24(areflected in Section 4.16 of the Disclosure Schedules (including any reserves reflected therein), to the Knowledge of the Company and Seller, (x) there are no disputes between regarding the Company collectability of a material portion of such receivables and (y) such receivables are adequately reserved for cancellations and bad debt, in both cases, consistent with GAAP. Sellers have not factored any account debtor with respect to any Accounts Receivable and neither of the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablereceivables.

Accounts Receivable. All (a) At the Closing, the accounts receivable of the trade accounts receivable Company and any other similar right to receive payments arising out its Subsidiaries as of sales made in the ordinary course with respect to the Company's business Closing Date (the "Accounts Receivable") as ), less a reserve placed in a sub-account of the Balance Sheet Date are reflected on Escrow in an amount equal to ten percent (10%) of their face amount (the Balance Sheet"A/R Reserve Escrow"), shall be determined. The Accounts Receivable As of the Company reflected on date four (4) months (the Balance Sheet"Collection Period") following the Closing, and Buyer shall determine in good faith the amount, if any, by which the Accounts Receivable which are reflected in exceed the books actual collection of such Accounts Receivable after applying any applicable customer deposits or credits made or given prior to the Closing Date with respect to such Accounts Receivable or the transactions giving rise thereto (the "Accounts Receivable Deficiency") at the expiration of such Collection Period. Buyer shall, within twenty (20) days following the expiration of such Collection Period, provide the Sellers with reasonably satisfactory evidence of the amount of the Accounts Receivable Deficiency and records of the components thereof, and subject to the provisos below, shall cause the Company and which have arisen from its Subsidiaries, or their successors or assigns, to assign to the period from the Balance Sheet Date to and including the Closing Date (and Sellers any such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)not been collected within the Collection Period, and any rights to interest and/or penalties relating thereto, provided that: (i) have arisen Buyer may elect to cause the Company to retain any such Accounts Receivable, in which event the aggregate amounts of such Accounts Receivable shall be excluded in determining the Accounts Receivable Deficiency; or (ii) Buyer may elect to return the uncollected Accounts Receivable to the Sellers at their book value to determine the Accounts Receivable Deficiency. -4- 10 (b) Except where (i) a customer that owes an Account Receivable is on a COD basis on the day of the Closing, or will arise solely (ii) Buyer in bona fide transactions good faith, causes the Company or its Subsidiaries, or their successors in interest, to convert a customer to COD basis after Closing, the first payments received by the Company or its Subsidiaries, or their successors in interest, from such customer shall be applied to the ordinary course payment of the operation oldest outstanding balance of the business, (ii) represent or will represent upon their creation, valid obligations due and owing such customer's account. Payments made to the CompanyCompany or its Subsidiaries, except or their successors in interest, by any such customer for products sold by the Company or its Subsidiaries, or their successors in interest, on a COD basis shall not be applied to the Accounts Receivable that existed prior to the Closing, but shall be retained exclusively by the Company or its Subsidiaries, or their successors in interest. Buyer agrees to notify Sellers at the time it causes the Company or its Subsidiaries, or their successors in interest, to place any customer on a COD basis. (Ac) Buyer agrees to use its best efforts to collect Accounts Receivable, but shall not be required to cause the reserves Company or its Subsidiaries to institute legal action for doubtful accounts reflected any collection. (d) On or about the date three (3) months after the Closing Date, Buyer shall provide Sellers with a status report setting forth in the Balance Sheet (which reserves have been established in accordance with GAAP reasonable detail Buyer's collections of, and consistent with past practice of the Company) and (B) collection efforts with respect to Accounts Receivable arising after the Balance Sheet Dateto, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither confer with Sellers regarding appropriate steps to be taken to collect unpaid Accounts Receivable. Within twenty-five (25) days after Sellers' receipt of Buyer's written notice of the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28Deficiency, 2001 Buyer shall receive from the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any A/R Reserve Escrow the Accounts Receivable or accelerated Deficiency, with interest on such Accounts Receivable Deficiency, as earned on such amount under the collection A/R Reserve Escrow. In the event that the A/R Reserve Escrow is insufficient to satisfy the Accounts Receivable Deficiency, then such insufficiency shall be deducted from the Escrow Fund. In the event the amount of any Account Receivablethe A/R Reserve Escrow exceeds the Accounts Receivable Deficiency, then the Escrow Agent shall promptly transfer the excess to the Sellers' Representative Escrow and Buyer shall so instruct the Escrow Agent.

Accounts Receivable. All of (a) Following Closing, the trade accounts receivable Buyers shall: (i) act in good faith and use commercially reasonable efforts to collect any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course outstanding as of the operation of the business, Closing; (ii) represent apply any payment received by the Buyers or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice any member of the Company) and (B) Buyer Parent’s Group with respect to Accounts Receivable arising after outstanding as of Closing, unless otherwise required by applicable Law, first to any outstanding Accounts Receivable balance of such payer as of Closing until such outstanding Accounts Receivable balance is zero; and (iii) not, and shall ensure that no member of Buyer Parent’s Group shall, extend the Balance Sheet due date for payment of any Accounts Receivable outstanding as of Closing beyond its regular due date or the dates on which the Accounts Receivable would have been collected in the Ordinary Course of Business (as conducted as of Closing) or agree to write down or write off any such Accounts Receivable. (b) If any Accounts Receivable outstanding as of Closing remains outstanding as of ten (10) Business Days prior to the Closing Statement Date, then (i) the applicable Buyer shall notify the Sellers in writing, at least eight (8) Business Days prior to the Closing Statement Date, of all such outstanding Accounts Receivable, together with all other relevant details with respect to such Accounts Receivable (including identity of the customer, invoice information and amounts outstanding), and (ii) until and including the date that is two (2) Business Days prior to the Closing Statement Date, the reserves Sellers may request in writing that the applicable Buyer shall use commercially reasonable efforts to (or to ensure) that any applicable member of Buyer Parent’s Group shall assign in writing such Accounts Receivable to the Sellers or their respective designees for doubtful accounts established on no additional payment and permit the Company's books Sellers or such designee to pursue the recovery of such Accounts Receivable directly and records for such Seller’s or such designee’s (or any applicable member of the Sellers’ Group’s) own account. If a Buyer does not timely execute and deliver to the Sellers the assignments or confirmations in accordance with GAAP and Section 5.13(b)(i) or Section 5.13(b)(ii), as applicable, prior to the Closing Statement Date, then the total amount of such Accounts Receivable will be included as in the ordinary course of the Company's business consistent with past practiceNet Working Capital Closing Statement as if such total amount was collected, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(ain clause 2(B)(5) of Part 1 of Exhibit F. If a Buyer timely executes and delivers to the Sellers the assignments or confirmations in Section 5.13(b)(i) or Section 5.13(b)(ii), as applicable, prior to the Knowledge Closing Statement Date, then a Buyer and any such applicable member of Buyer Parent’s Group shall cooperate in any collection endeavors of the Company Sellers and Sellertheir respective Affiliates (other than, there are no disputes between after Closing, the Company and Dutch Entity) in respect of such Accounts Receivable, including executing any account debtor applicable documents required to pursue such collection. Upon collection of any amounts pursuant to Section 5.13(b)(ii), the applicable Buyer shall pay over to the Sellers an amount equal to such collected amounts received by such Buyer or any member of Buyer Parent’s Group within ten (10) Business Days of collection. (c) If at any time after the Closing Statement Date a Buyer or any member of Buyer Parent’s Group receives a payment from a Third Party with respect to any Accounts Receivable balance outstanding as of Closing which was not reflected in the Closing Statement, then the applicable Buyer shall within no more than ten (10) Business Days after receipt of such payment, promptly transfer, or cause to be transferred, such amount to the Sellers and neither provide a general explanation or description of the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 to which the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablepayment relates.

Accounts Receivable. All (a) Within ten (10) business days prior to the Transfer Date, Tenant shall provide Assignee with a detailed listing of Tenant's accounts receivable which are anticipated to be outstanding on the Transfer Date. (b) From and after the Transfer Date, Assignee shall assume responsibility for the billing for and collection of payments on account of services rendered or goods sold by it on and after the Transfer Date and Tenant shall retain all right, title and interest in and to and all responsibility for the collection of its accounts receivable for services rendered or goods sold prior to the Transfer Date. (c) Payments received by Assignee from and after the Transfer Date from private pay residents and third party payors shall be handled as follows: (i) If such payments either specifically indicate on the check or on an accompanying remittance advice, or if the parties agree, that they relate to the period prior to the Transfer Date, they shall be forwarded to Tenant by Assignee, along with the applicable remittance advice (if separate from the form of payment), within five (5) business days after receipt thereof. (ii) If such payments indicate on the check or on an accompanying remittance advice, or if the parties agree, that they relate to the period on or after the Transfer Date they shall be retained by Assignee. (iii) If such payments indicate on the check or on the accompanying remittance advice, or if the parties agree, that they relate to periods for which both parties are entitled to payment/reimbursement under the terms hereof, the portion thereof which relates to the period on and after the date on which the Transfer Date shall be retained by Assignee and the balance shall be remitted to Tenant within five (5) business days after receipt thereof. (iv) If such payments do not indicate on the check or on the accompanying remittance advice and if the parties cannot otherwise agree as to the period to which they relate, then any such payments received by Assignee during the first forty five (45) days after the Transfer Date from or on behalf of residents with outstanding balances as of the trade accounts receivable Transfer Date, will first be applied by Assignee to reduce the resident's pre-Transfer Date balances, with any excess retained by Assignee to reduce the resident's post Transfer Date balances. (d) Tenant shall have the right during normal business hours and any other similar right on reasonable notice to receive payments arising out of sales made in the ordinary course Assignee to inspect Assignee's books and records with respect to the Company's business (accounts receivable received by it after the "Accounts Receivable") Transfer Date from residents with balances due as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, Transfer Date. (e) Nothing herein shall be deemed to limit in any way Tenant's or Assignee's rights and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date remedies to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations recover accounts receivable due and owing Tenant or Assignee under the terms of this Agreement. (f) In the event the parties mutually determine that any payment hereunder was misapplied by the parties, the party which erroneously received said payment shall remit the same to the Company, except for other within ten (A10) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising business days after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller said determination is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablemade.

Accounts Receivable. All The accounts receivable of the trade accounts receivable Companies shown on the Balance Sheet Date, and any other similar right those to receive payments arising out of sales made be shown in the Financial Statements, are, and will be, actual bona fide receivables from transactions in the ordinary course with respect to of business representing valid and binding obligations of others for the Company's business (the "Accounts Receivable") total dollar amount shown thereon, and as of the Balance Sheet Date were not (and presently are reflected on the Balance Sheetnot) subject to any recoupments, set-offs, or counterclaims. The Accounts Receivable Purchaser expressly acknowledges that all accounts receivable, as of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such periodthe “Pre-Closing A/R”), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course be property of the operation of Sellers and the business, (ii) represent or Purchaser further acknowledges that it will represent upon their creation, valid obligations due and owing have no claim to the CompanyPre-Closing A/R. The Sellers shall have sole responsibility for collecting Pre-Closing A/R. The Sellers expressly acknowledge that all accounts receivable, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on following the Closing Date enforceable (the “Post-Closing A/R”), will be property of the Purchaser and the Sellers further acknowledge that they will have no claim to the Post-Closing A/R. Notwithstanding anything contained in accordance this Section 4.12 to the contrary, the Sellers and Medical Resources shall retain control of the lockboxes for the facilities involved in this transaction for a period of 60 days following the Closing (the “Lockbox Period”). During the Lockbox Period, Medical Resources and the Sellers will cooperate with their termsthe Purchaser to ensure that Purchaser receives the Post-Closing A/R, and (iv) are not or will not be subject is able properly to any deductiondocument the financial information for the ongoing businesses at those facilities, defenseby weekly reporting all receipts to the Purchaser, set-off or counterclaimproviding the Purchaser with copies of all applicable cash logs, and further subject forwarding to normal allowancesthe Purchaser any and all amounts, deductions invoices or other materials allocated to Purchaser that are placed in such lockboxes. In addition, Sellers and customary discounts consistent Medical Resources will use their best efforts to ensure that Purchaser receives “information only” access to the lockbox accounts during the Lockbox Period. After the Lockbox Period, the Purchaser will cooperate with past practices the Sellers and Medical Resources to ensure that the Sellers and Medical Resources continue to receive the Pre-Closing A/R, by weekly reporting all receipts to the Sellers and Medical Resources related to the Pre-Closing A/R, providing the Sellers and Medical Resources with copies of all applicable cash logs related to the Pre-Closing A/R, and forwarding to Medical Resources any and all amounts, invoices or other materials allocated to the Sellers and Medical Resources related to the Pre-Closing A/R that are placed in such lockboxes. In addition, the Purchaser will use its best efforts to ensure that the Sellers and Medical Resources receive “information only” access to the lockbox accounts after the Lockbox Period. At the end of the Company. Except Lockbox Period, the Sellers and Medical Resources will execute such documentation and take such action as set forth on Schedule 2.24(a), is necessary to transfer ownership and possession of the lockboxes to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivablePurchaser.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "outstanding Accounts Receivable") as of the Balance Sheet Date are Receivable reflected on the Balance Sheet. The Accounts Receivable of the Company Sheet (and which will be reflected on the Closing Date Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), ) (i) have arisen or (and will arise solely arise) in bona fide transactions by transactions, (ii) are (and will be) valid claims against account debtors for goods or services delivered or rendered, subject to no defenses, offsets or counterclaims, except as reserved against on the Company applicable Balance Sheet in accordance with GAAP (the "RESERVES"), and (iii) are collectible in the ordinary course of Xxxxxxx Adler's business. All receivables arose (and will have arisen prior to the operation Closing Date) in the ordinary course of business and none of the businessobligors of such receivables have refused or given notice that it refuses to pay the full amount thereof. No receivables are subject to prior assignment, (ii) represent claim or will represent upon their creationother Lien, valid obligations due and owing other than as described in SCHEDULE 5.7. Xxxxxxx Xxxxx has no liability for any refunds, allowances, returns or discounts in respect of products manufactured, processed, distributed, shipped or sold by it or for its account except to the Company, except for (A) extent of the reserves for doubtful accounts and liabilities therefor reflected in on the applicable Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and except as otherwise incurred in the ordinary course of business. Where receivables arose out of secured transactions, all financing statements and other instruments required to be filed or recorded to perfect the Company's business consistent with past practicetitle or security interest of Xxxxxxx Xxxxx have been properly filed and recorded. After the Closing Date, Purchaser will not have any obligation (iiiwhether in bankruptcy or insolvency proceedings or otherwise) are to repay any receivables collected by Xxxxxxx Xxxxx prior to the Closing Date or will be any receivables reflected on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of Balance Sheet which Purchaser collects after the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableClosing Date.

Accounts Receivable. All Notwithstanding the Liens and security interest in favor of YA Global, each of Borrower, Landry Marks and YA Global acknowledge and agree that so long as no Default or Event of Default then exists under the Landry Marks Credit Documents, and all reserve accounts (described in the Landry Marks Credit Documents) are fully funded and following application thereof to payments on delinquent Factored Receivables, each in accordance with the Landry Marks Credit Documents, Landry Marks shall, deliver the remaining purchase price not applied or credited as set forth above or in the Landry Marks Credit Documents to be paid for any Factored Receivables purchased by Landry Marks pursuant to the Landry Marks Credit Documents as directed in that certain direction letter from Borrower to Landry Marks attached hereto as Exhibit “B” (the “Direction Letter”). In addition, Landry Marks agrees that any amounts actually paid to Borrower for the acquisition of Accounts Receivable as described in Section 2.1.4 of the trade accounts receivable and any other similar right to receive payments arising out Landry Marks Credit Agreement in excess of sales made the $1,250,000 described in the ordinary course with respect Direction Letter shall be advanced to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected Borrower’s account specified on the Balance SheetExhibit “A” attached hereto, unless otherwise specified in writing to Landry Marks by Borrower and YA Global. The Accounts Receivable of the Company reflected on the Balance Sheet, Borrower and the Accounts Receivable which are reflected in the books YA Global acknowledge and records of the Company and which have arisen from the period from the Balance Sheet Date agree that Landry Marks shall be entitled to and including the Closing Date (and such books and records accurately reflect in may retain all material respects Proceeds of all Accounts Receivable which have arisen during such period)for application to the Landry Marks Debt pursuant to the Landry Marks Credit Documents. Upon full and final payment, (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course good and collected funds, of the operation Landry Marks Debt, and any obligation or right of Landry Marks to purchase further Accounts Receivable under the businessLandry Marks Credit Documents has been terminated, (ii) represent or will represent upon their creation, valid obligations due and owing Landry Marks agrees to re-assign any Accounts Receivables to the CompanyBorrower, except for (and remit any remaining Proceeds received by Landry Marks related thereto to the Borrower’s account specified on Exhibit “A) ” attached hereto. Each of Borrower and YA Global acknowledge and agree that, notwithstanding the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established Direction Letter, in accordance with GAAP and consistent with past practice of the Company) and (B) with respect Landry Marks Credit Documents, Landry Marks has no obligation or commitment to finance or otherwise purchase any Accounts Receivable arising after the Balance Sheet Datefrom Borrower, the reserves for doubtful accounts established on the Company's books and records any such purchase shall be subject, in all respects, to approval by Landry Marks in its sole discretion; provided, however, that if and when Landry Marks actually finances or otherwise purchases any Account Receivable from Borrower in accordance with GAAP and in the ordinary course of Landry Marks Credit Documents, the Company's business consistent with past practice, related purchase price (iii) are or will be on the Closing Date enforceable following application in accordance with their termsthe Landry Marks Credit documents, and (ivincluding, without limitation, application to credit reserve accounts or pay for delinquent Accounts Receivable or otherwise) are not or will not to be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), delivered to the Knowledge of the Company and SellerBorrower shall, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable if applicable, be delivered in accordance with their respective terms. Since October 28, 2001 Borrower’s directions set forth in the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableDirection Letter.

Accounts Receivable. All On the Closing Date, Sellers shall deliver to Buyer a statement showing the name and amount of the trade accounts each account receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including each Facility for services or goods performed or provided by such Facility before the Closing Date (and such books and records accurately reflect in all material respects all the “Pre-Closing Accounts Receivable which have arisen during such periodReceivable”), (i) have arisen or will arise solely in bona fide transactions by which statement shall also set forth the Company aging of such accounts receivable. Buyer shall perform the initial billing, rebilling and collections in the ordinary course of business of Pre-Closing Accounts Receivable for the operation benefit of Sellers for a period of two (2) months following the Closing Date in respect of which Buyer shall be entitled to indemnity pursuant to Section 7.2 hereof for Buyer’s documented costs of the businesspersonnel performing such services. All payments received by Buyer or Seller for services or goods performed or provided by the Facilities which have indicated on the check or other information accompanying the payment the period of care for which the payment is being made shall be applied to satisfaction of the Pre-Closing Accounts Receivable or the accounts receivable of Buyer arising on or after the Closing Date (“Post-Closing Accounts Receivable”), (ii) represent or will represent upon their creationas the case may be, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice the specification made by the payor. All payments received by the Buyer or any Seller that do not have indicated on the check or otherwise in a written communication from the person or entity making the payment the period of care for which the payment is being made shall be applied to satisfaction of the Company) and (B) with respect to Pre-Closing Accounts Receivable arising first. Any excess remaining after such Pre-Closing Accounts Receivable shall have been paid shall be applied to satisfaction of the Post-Closing Accounts Receivable. If at any time that Buyer receives any payment which, under the terms of this paragraph, is to be applied toward payment of the Pre-Closing Accounts Receivable, within five (5) days after the Balance Sheet Dateend of each month, Buyer shall forward such amounts received during such month to Sellers, and at any time that any Seller receives any payment which, under the reserves terms of this paragraph, is to be applied toward payment of the Post-Closing Accounts Receivable, within five (5) days after the end of each month, Sellers shall forward such amounts received during such month to Buyer. Buyer and Sellers shall each certify monthly for doubtful accounts established eighteen (18) months after the Closing the amount, if any, so received on the Company's other party’s account. Each party shall have the right to audit and inspect the other’s books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iiino more than four times annually) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any verify such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablecertifications.

Accounts Receivable. All of the trade accounts receivable For any Eligible Account and Eligible Foreign Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "documents evidencing such Eligible Accounts Receivable") as of the Balance Sheet Date and Eligible Foreign Accounts are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheetand shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the Accounts Receivable which are reflected in the books amount of such Eligible Account and records of the Company Eligible Foreign Account. All sales and which have arisen from the period from the Balance Sheet Date other transactions underlying or giving rise to each Eligible Account and including the Closing Date (and such books and records accurately reflect Eligible Foreign Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts Receivable which have arisen during or Eligible Foreign Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts and Eligible Foreign Accounts are genuine, and all such period)documents, (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due instruments and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) agreements are or will be on the Closing Date legally enforceable in accordance with their terms.” 8 The Loan Agreement shall be amended by inserting the following new text, appearing at the end of Section 6.2 thereof: (c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, (i) a duly completed Borrowing Base Certificate signed by a Responsible Officer, and (ivii) are not or will not be subject aged listings of accounts receivable and accounts payable (by invoice date). (d) During an Asset Based Period, unless a Streamline Period is then in effect, deliver to any deductionBank, defense, set-off or counterclaimweekly, and further subject upon each request for a Credit Extension, a Transaction Report. (e) Allow Bank to normal allowancesaudit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no more often than one (1) time per calendar year (or, deductions during an Asset Based Period, two (2) times per calendar year) unless an Event of Default has occurred and customary discounts consistent with past practices is continuing. Borrower acknowledges that the first such audit will occur within sixty (60) days of the Company. Except 2009 Effective Date.” 9 The Loan Agreement shall be amended by deleting the following appearing as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.Section 6.7 thereof:

Accounts Receivable. All Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less ineligibles (detailed on page 2) Net Eligible Accounts Receivable Accounts Receivable Availability before Sublimit(s) Inventory Balance Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 3) Eligible Inventory Inventory Availability before Sublimit(s) Rent Reserve Motorala A/P Reserve Additional Availability Amount (Stretch) 7,500,000.00 Total Credit Line 100,000,000.00 Suppressed Availability Letter of Credit Balance As of: Loan Ledger Balance As of: Cash in-transit Adjusted Loan Balance *** Certain confidential information has been omitted and filed separately with the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course Commission. Confidential treatment has been requested with respect to the Company's business omitted portions. Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrower that (the "Accounts Receivable"i) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Company reflected on the Balance Sheeteffective date of any advance, continuation or conversion requested above is true and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect correct in all material respects all Accounts Receivable which have arisen during such period(except to the extent any representation or warranty expressly related to an earlier date), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due each of the covenants and owing agreements contained in any Loan Document have been performed (to the Company, except for (A) extent required to be performed on or before the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicedate hereof or each such effective date), (iii) are no Default or will be Event of Default has occurred and is continuing on the Closing Date enforceable in accordance with their termsdate hereof, nor will any thereof occur after giving effect to the request above, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices all of the Company. Except foregoing is true and correct as of the effective date of the calculations set forth on Schedule 2.24(a), to above and that such calculations have been made in accordance with the Knowledge requirements of the Company Credit Agreement. Authorized Signer List of attachments with this Borrowing Base Certificate: Page 2—Accounts Receivable Availability Detail Page 2b—Accounts Receivable Concentrations Page 2c—Accounts Receivable Dilution Page 3—Inventory Availability Detail Page 3a—Inventory Availability Detail Page 3b—Inventory Availability Summary *** Certain confidential information has been omitted and Seller, there are no disputes between filed separately with the Company and any account debtor Commission. Confidential treatment has been requested with respect to any Accounts Receivable the omitted portions. Xxxxx Fargo Capital Finance, LLC as Agent 000 Xxxxx Xxxxxx Xxxxx Suite 3000 Chicago, Illinois 60606 Attention: Federal Signal Portfolio Manager Fax No.: (000) 000-0000 Reference is hereby made to that certain Credit Agreement, dated as of February 22, 2012 (as amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), by and neither among the Company nor Seller is aware of any lenders party thereto (such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance lenders, together with their respective termssuccessors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (together with its successors and assigns in such capacity, “Agent”), and FEDERAL SIGNAL CORPORATION, a Delaware corporation (“Borrower”). Since October 28, 2001 Capitalized terms used herein but not specifically defined herein shall have the Company has not cancelled, compromised, settled, released, waived, written-off meanings ascribed to them in the Credit Agreement. Reference is also made to that certain [describe the Bank Product Agreement or expensed any Accounts Receivable Agreements] (the “Specified Bank Product Agreement [Agreements]”) dated as of [ ] by and between [identify the Lender or accelerated Affiliate of Lender] (the collection of any Account Receivable“Specified Bank Products Provider”) and [identify the Loan Party or Subsidiary].

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with With respect to the Company's business its Accounts Receivable: Section 10.1.1. Borrower shall deposit all payments received from or on behalf of an Account Debtor into an account established with Bank and Borrower shall direct or otherwise cause all Account Debtors to pay all monies due under their respective Accounts Receivable to a lockbox account (the "Lockbox Account") maintained by Bank in Borrower's name at Borrower's expense and, to the extent Borrower receives such payments directly, all remittances received by Borrower on account of Accounts Receivable shall be held as Bank's property by Borrower as trustee of an express trust for Bank's benefit, and Borrower will immediately deliver to Bank the identical checks, moneys or other forms of payment received Borrower hereby constitutes Bank, or any representative whom Bank may designate, as Borrower's attorney-in-fact (i) to endorse the name on any notes, acceptances, checks, drafts, money orders or other evidence of payment or security interest that may come into Bank's possession, and (ii) following the occurrence of an Event of Default, to sign Borrower's name on any invoice or xxxx of lading relating to Accounts Receivable") as , on drafts against customers, assignments and certificates of Accounts Receivable, and notices to customers Bank retains the Balance Sheet Date are reflected on right at all times after the Balance Sheet. The occurrence of an Event of Default to notify Account Debtors that their respective Accounts Receivable of have been assigned to Bank and to collect Accounts Receivable directly in its own name and to charge the Company reflected on collection costs and expenses, including reasonable attorneys' fees to, the Balance SheetLoan Account Bank has no duty to protect, and insure, collect or realize upon the Accounts Receivable which are reflected or other collateral or preserve rights in the books and records of the Company and which have arisen them other than to act in a commercially reasonable manner Borrower releases Bank from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen any liability for any act or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing omission relating to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet DateObligations, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated other Collateral or this Agreement, except Bank's failure to act in a commercially reasonable manner, willful misconduct or gross negligence All amounts received by Bank in payment in Accounts Receivable assigned to it are to be credited to the Borrower's Account upon receipt by Bank, conditioned upon collection by Bank of any Account Receivablegood funds in respect thereof.

Accounts Receivable. (a) Attached hereto, for information purposes as Schedule 5.23(a), is a list of the accounts receivable of the Target Company and Subsidiaries as at 30 June 2006, indicating the amount of any provisions for bad debts (to the extent made consistently with past practice) with respect thereto. (b) All of the trade accounts receivable of the Target Company and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") Subsidiaries as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable last day of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including month immediately preceding the Closing Date are valid and, except as set forth in Schedule 5.23(b)(i), will be paid no later than twelve (and such books and records accurately reflect 12) months after their due date under their specified trade terms or, where no specified trade terms are applicable, the past accounting practice of the relevant Target Company and/or Subsidiary, net of any reserves made in all material respects all Accounts Receivable which have arisen during such periodaccordance with past practices (to the extent consistent with applicable GAAP). For purposes of the indemnification provisions of Article VIII, (i) have arisen or will arise solely the difference (if any) between the aggregate amounts of such accounts receivable and the amounts actually collected within such periods shall be treated as a single Claim (as defined in bona fide transactions by the Company in the ordinary course Section 8.4) even if more than one request for payment of the operation of the businessamounts due is made, and (ii) represent accounts receivable shall be taken into account for this purpose only if the Buyer or will represent upon their creationits Affiliates (including the Target Company and the Subsidiaries after the Closing) have attempted to obtain collection of such accounts receivable using collection procedures at least equivalent to those described in Schedule 5.23(b)(ii). The Controlling Shareholder shall provide the Buyer, valid obligations due not more than forty-five (45) days after the Closing Date, with a list of the accounts receivable as of the last day of the month immediately preceding the Closing Date and owing reserves made with respect thereto, certified by Ernst & Young to the Companybe accurate, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP complete and consistent with past practice practices (to the extent consistent with applicable GAAP). For this purpose, the Controlling Shareholder shall have reasonable access to the relevant documentation and to the employees in the Target Group who assisted with the preparation of the Companylist of accounts receivable and reserves. (c) and (B) with respect to Accounts Receivable arising after Until the Balance Sheet Closing Date, all inter-company trade payables and all inter-company trade receivables, as the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicecase may be, (iii) are payable by or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of Target Company and/or the Company Subsidiaries shall continue to be paid on their due date and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective under normal commercial terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.

Accounts Receivable. (a) All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date that are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and accounting records of the Company and which have arisen from the period from the Balance Sheet Date to and including Bxxxxxx as of the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (iibut excluding any Excluded Assets) represent or will represent upon their creation, valid obligations due and owing arising from sales actually made or services actually performed by Bxxxxxx in the Ordinary Course of Business. Except to the Company, except for (A) extent paid prior to the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Closing Date, the reserves for doubtful such accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) receivable are or will be on as of the Closing Date enforceable current and collectible net of the respective reserves shown on Schedule 5.8(a). Subject to such reserves, each of such accounts receivable either has been or will be collected in accordance full, without any setoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business of Bxxxxxx, under any contract with their termsany account debtor of an account receivable relating to the amount or validity of such account receivable. (b) With respect to the Marubeni and IcresT (the "M/I Accounts") receivables described in Schedule 5.8(b), Bxxxxxx makes no representation other than that they represent valid obligations arising from sales actually made. The M/I Accounts will be treated provisionally as having a value equal to 100% of the amounts shown on Schedule 5.8(b). Buyer will use commercially reasonable efforts to collect the M/I Accounts. Bxxxxxx shall cooperate with Buyer as reasonably requested, and Buyer shall not settle the M/I Accounts without the prior approval of Bxxxxxx. Buyer shall provide Bxxxxxx with such information concerning collections on the accounts as Bxxxxxx may request. (ivc) are On the date 180 days from the Closing Date, Buyer shall send a statement to Bxxxxxx requesting payment of an amount equal to the difference between (x) the amounts of the M/I Accounts shown on Schedule 5.8(b), minus the sum of (y) 75% of any amounts collected by Buyer on the M/I Accounts (net of reasonable collection expenses) and (z) any remaining reserve shown on Schedule 5.8(b) which as of the date of calculation has not or will been applied to uncollectible accounts. Upon payment of the statement, Buyer shall convey to Brawley any remaining interest it may have in the M/I Accounts. Bxxxxxx'x obligation to pay the amount provided in this Section 5.8(c) shall not be subject to any deductionto, defenseor taken into account under, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices the provisions of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableSection 9.2.

Accounts Receivable. All (a) At the Closing, the accounts receivable of the trade accounts receivable Company and any other similar right to receive payments arising out its Subsidiaries as of sales made in the ordinary course with respect to the Company's business Closing Date (the "Accounts Receivable") as ), less a reserve placed in a sub-account of the Balance Sheet Date are reflected on Escrow in an amount equal to ten percent (10%) of their face amount (the Balance Sheet"A/R Reserve Escrow"), shall be determined. The Accounts Receivable As of the Company reflected on date four (4) months (the Balance Sheet"Collection Period') following the Closing, and Buyer shall determine in good faith the amount, if any, by which the Accounts Receivable which are reflected in exceed the books actual collection of such Accounts Receivable after applying any applicable customer deposits or credits made or given prior to the Closing Date with respect to such Accounts Receivable or the transactions giving rise thereto (the "Accounts Receivable Deficiency") at the expiration of such Collection Period. Buyer shall, within twenty (20) days following the expiration of such Collection Period, provide the Sellers with reasonably satisfactory evidence of the amount of the Accounts Receivable Deficiency and records of the components thereof, and subject to the provisos below, shall cause the Company and which have arisen from its Subsidiaries, or their successors or assigns, to assign to the period from the Balance Sheet Date to and including the Closing Date (and Sellers any such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)not been collected within the Collection Period, and any rights to interest and/or penalties relating thereto, provided that: (i) have arisen Buyer may elect to cause the Company to retain any such Accounts Receivable, in which event the aggregate amounts of such Accounts Receivable shall be excluded in determining the Accounts Receivable Deficiency; or (ii) Buyer may elect to return the uncollected Accounts Receivable to the Sellers at their book value to determine the Accounts Receivable Deficiency. (b) Except where (i) a customer that owes an Account Receivable is on a COD basis on the day of the Closing, or will arise solely (ii) Buyer in bona fide transactions good faith, causes the Company or its Subsidiaries, or their successors in interest, to convert a customer to COD basis after Closing, the first payments received by the Company or its Subsidiaries, or their successors in interest, from such customer shall be applied to the ordinary course payment of the operation oldest outstanding balance of the business, (ii) represent or will represent upon their creation, valid obligations due and owing such customer's account. Payments made to the CompanyCompany or its Subsidiaries, except or their successors in interest, by any such customer for products sold by the Company or its Subsidiaries, or their successors in interest, on a COD basis shall not be applied to the Accounts Receivable that existed prior to the Closing, but shall be retained exclusively by the Company or its Subsidiaries, or their successors in interest. Buyer agrees to notify Sellers at the time it causes the Company or its Subsidiaries, or their successors in interest, to place any customer on a COD basis. (Ac) Buyer agrees to use its best efforts to collect Accounts Receivable, but shall not be required to cause the reserves Company or its Subsidiaries to institute legal action for doubtful accounts reflected any collection. (d) On or about the date three (3) months after the Closing Date, Buyer shall provide Sellers with a status report setting forth in the Balance Sheet (which reserves have been established in accordance with GAAP reasonable detail Buyer's collections of, and consistent with past practice of the Company) and (B) collection efforts with respect to Accounts Receivable arising after the Balance Sheet Dateto, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither confer with Sellers regarding appropriate steps to be taken to collect unpaid Accounts Receivable. Within twenty-five (25) days after Sellers' receipt of Buyer's written notice of the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28Deficiency, 2001 Buyer shall receive from the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any A/R Reserve Escrow the Accounts Receivable or accelerated Deficiency, with interest on such Accounts Receivable Deficiency, as earned on such amount under the collection A/R Reserve Escrow. In the event that the A/R Reserve Escrow is insufficient to satisfy the Accounts Receivable Deficiency, then such insufficiency shall be deducted from the Escrow Fund. In the event the amount of any Account Receivablethe A/R Reserve Escrow exceeds the Accounts Receivable Deficiency, then the Escrow Agent shall promptly transfer the excess to the Sellers' Representative Escrow and Buyer shall so instruct the Escrow Agent.

Accounts Receivable. All Borrower will (a) inform Agent immediately of the trade rejection of goods, claims made or delay in delivery or performance in regard to any account or contract right upon which Borrower has based availability for Line Advances or if any account receivable previously scheduled, listed or referred to in any certificate, statement or report by Borrower and upon which Borrower is basing availability for Advances under the Line ceases to be an Eligible Receivable; (b) adjust the borrowing base calculation under the Line to reduce the availability for Advances under the Line by the amount of any account with respect to which Borrower is required to give Agent notice pursuant to the foregoing subsection (a) and repay any Out-Of-Formula Advance resulting therefrom; (c) make no change in any account upon which Borrower has based availability for Advances under the Line, unless such change is contemporaneously reflected in the borrowing base calculation; (d) furnish to Agent all information received by Borrower affecting the financial standing of any account debtor whose account or contract right has been specifically assigned to Agent; (e) pay Agent the amount loaned against any account or contract right if the goods are returned by purchaser or the contract is canceled or terminated or adjust the borrowing base calculation to reduce the availability for Advances under the Line by the amount of such account and repay any Out-Of-Formula Advance resulting therefrom; (f) · - - immediately notify Agent if any of its accounts receivable arise out of contracts with the United States or any department, agency or instrumentality thereof, and execute any other instruments and take any steps required by Agent in order that all monies due and to become due under such contract shall be assigned to Agent and notice thereof given to the Government under the Federal Assignment of Claims Act; (g) deliver to Agent, with appropriate endorsement or assignment, any instrument or chattel paper representing an account or contract right; (h) furnish to Agent satisfactory evidence of the shipment and receipt of any goods specified by Agent and the performance of any services or obligations covered by accounts or contracts in which Agent has a security interest; and (i) pay Agent the unpaid portion of any account or contract right upon which Borrower has based availability for Advances under the Line if (1) such account is not paid promptly after its maturity, (2) an account debtor does not accept the goods or services, (3) any petition under the Bankruptcy Code or any similar federal or state statute is filed by or against a purchaser, or (4) Agent shall at any time reject the account as unsatisfactory; and until such payment is made by Borrower, Agent may retain any such account or contract right as security and may charge any deposit account of Borrower for any such amounts. Any permission granted to receive payments Borrower by Agent to omit any of the requirements of this Section 7.27 may be revoked by Agent at any time. Each Obligor will, if requested by Agent, (a) give Agent assignments, in form acceptable to Agent, of specific accounts or groups of accounts and monies due and to become due under specific contracts and specific general intangibles; (b) furnish to Agent a copy, with such duplicate copies as Agent may request, of the invoice applicable to each account specifically assigned to Agent or arising out of sales made a contract right, bearing a statement that such account has been assigned to Agent and such additional statements as Agent may require; (c) xxxx its records evidencing its accounts in a manner satisfactory to Agent so as to show which accounts have been assigned to Agent; (d) join with Agent in executing a financing statement, notice, affidavit, security agreement, assignment or similar instrument, in form satisfactory to Agent, and such continuation statements and other instruments as Agent may from time to time request and pay the cost of filing the same in any public office deemed advisable by Agent to perfect the liens and security interests granted therein; (e) give Agent such financial statements, reports, certificates, lists of purchasers (showing names, addresses, and amounts owing) and other data concerning its accounts, contracts, collections, inventory, general intangibles and other matters as Agent may from time to time request; (f) segregate cash proceeds of Collateral so that they may be identified readily, and deliver the same to the Agent at such time or times and in such manner and form as the Agent may direct; (g) furnish such witnesses as may be necessary to establish legal proof of the Collateral or records relating to the Collateral; and (h) obtain from any owner, encumbrancer, processor, or other person having an interest in the ordinary course with respect property where any Collateral is located, written consent to the CompanyAgent's business (the "Accounts Receivable") as removal of the Balance Sheet Date are reflected Collateral therefrom, without liability on the Balance Sheet. The Accounts Receivable part of the Company reflected on the Balance SheetAgent to such owner, and the Accounts Receivable which are reflected encumbrancer, processor or other person, or from any such owner, encumbrancer, processor or other person such waivers of any interest in the books and records of Collateral as the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableAgent may require.

Accounts Receivable. All (a) If and to the extent that the proceeds of the trade accounts receivable and any included in the Acquired Assets or other similar right funds pertaining to receive payments or arising out of sales made the Acquired Assets which are received by the Sellers or their Affiliates at any time, such proceeds shall be received and held by such person in trust for the ordinary course with respect Purchaser and shall be paid over to the CompanyPurchaser promptly. Accordingly, the Sellers irrevocably authorize and direct the Purchaser to retain any such proceeds (including any such proceeds received in either Seller's business collection accounts, lockboxes, blocked or restricted accounts or similar accounts used by the Sellers to collect accounts receivable). (b) As soon as reasonably practicable after the "Accounts Receivable") as of Closing Date, the Balance Sheet Date are reflected Purchaser shall notify in writing each debtor whose account receivable is set forth on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date spreadsheet attached to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), Schedule 1.01 that (i) have arisen or will arise solely in bona fide transactions by such debtor's account receivable has been sold to the Company in the ordinary course of the operation of the business, Purchaser and (ii) represent such debtor shall make payment of all amounts due or will represent upon their creation, valid obligations payable or to become due and owing directly to the CompanyPurchaser or its designee or designated account. (c) It is the intention of the parties hereto that the conveyance of the Acquired Assets hereunder shall constitute a sale, except for (A) which sale is absolute and irrevocable and provides Purchaser with the reserves for doubtful accounts reflected full benefits of ownership of the Acquired Assets. Upon the request of Purchaser, each Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Purchaser's ownership interest in the Balance Sheet Acquired Receivables (as defined on Schedule 1.01) originated by such Seller and included in the Acquired Assets. (d) If, notwithstanding the intention of the parties expressed in clause (a) above, the conveyance of any of the Acquired Assets hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that the sale of the Acquired Receivables by each Seller hereunder shall constitute a true sale thereof, such Seller hereby grants to Purchaser a duly perfected security interest in all of such Seller's right, title and interest in, to and under the Acquired Assets which reserves are now existing or hereafter arising, and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been established made in accordance with GAAP and consistent with past practice an amount equal to the Purchase Price of the Company) Acquired Assets purchased from such Seller together with all other obligations of such Sellers hereunder, which security interest shall be prior to all other Liens thereto. Purchaser and (B) with respect to Accounts Receivable arising after the Balance Sheet Dateits assigns shall have, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), addition to the Knowledge of rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the Company UCC and Sellerother applicable law, there are no disputes between the Company which rights and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableremedies shall be cumulative.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") If, as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of March 31, 2012, the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected has not collected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, full without set-off or counterclaimcounterclaim all of the Receivables (as defined below) after using commercially reasonable efforts, then Buyer may recover from the Indemnity Escrow, subject to the Representation and Warranty and Covenant Cap and the Shareholder Basket and the provisions of Section 6 related thereto, the amount of the Receivables that has not been collected as of such date; provided that if any retainage Receivables or notes Receivables have not been collected prior to such date, Buyer shall only be entitled to receive that portion of the retainage Receivable or notes Receivable that Buyer believes in good faith will not be collectible in accordance with the Company’s customary business practices. On or before May 30, 2012, Buyer will deliver to the Shareholders its good faith estimate of the total amount of Receivables it reasonably believes will not be so collected or collectible, as applicable, by June 30, 2012, and further subject for which Buyer is entitled to normal allowancesrecourse under this Section 3.4. Buyer’s sole source of recourse for any amounts payable by the Shareholders under this Section 3.4 that are not so collected or collectible, deductions as applicable, shall be the Indemnity Escrow. Following any such payment from the Indemnity Escrow and customary discounts consistent with past practices of if requested by the Company. Except as set forth on Schedule 2.24(a)Shareholders, (a) Buyer shall assign to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable Shareholders (in accordance with their respective terms. Since October 28Pro Rata Portions), 2001 any uncollected Receivables for which the Shareholders reimbursed Buyer to the extent of their reimbursement, and shall, if requested by the Shareholders, provide, and shall cause the Company has not cancelledand its employees to provide, compromisedreasonable cooperation to assist the Shareholders in their efforts to collect any such assigned Receivables (provided that none of Buyer, settledthe Company or any of their respective employees shall be required to bear any unreimbursed out-of-pocket costs in connection with providing such cooperation), releasedand (b) Buyer agrees that if uncollected Receivables for which Buyer is paid from the Indemnity Escrow are subsequently collected by Buyer, waivedthe Company or any of Buyer’s other Subsidiaries, written-off or expensed then Buyer shall promptly (and, in any Accounts Receivable or accelerated event within five (5) Business Days of collection) pay a refund to the collection Shareholders (in accordance with their respective Pro Rata Portions), to the extent of such collections. For purposes of this Section 3.4, “Receivables” means all accounts and notes receivable of the Company (both current and retainage) set forth on the final Closing Balance Sheet (net of any Account Receivablereserves).

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course (a) For each Account with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date which Advances are reflected requested, on the Balance Sheet. The date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts Receivable of the Company reflected on the Balance Sheetare and shall be true and correct and all such invoices, instruments and other documents, and the Accounts Receivable which all of Borrower’s Books are reflected genuine and in the books all respects what they purport to be. All sales and records of the Company and which have arisen from the period from the Balance Sheet Date other transactions underlying or giving rise to and including the Closing Date (and such books and records accurately reflect each Eligible Account shall comply in all material respects with all applicable laws and [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts Receivable which have arisen during in any Borrowing Base Statement. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such period)documents, (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due instruments and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) agreements are or will be on the Closing Date legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Borrowing Base Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards in all material respects; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) are is not or will not be subject to any deductionLiens, defense, set-off except the first priority Liens granted or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices in favor of Bank under this Agreement or any of the Company. Except as set forth on Schedule 2.24(aother Loan Documents and Permitted Liens; and (v) is located in the United States at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.

Accounts Receivable. All (a) The accounts receivable of the trade accounts receivable and any other similar right to receive payments arising out of sales made in Company shown on the ordinary course with respect to 1996 Financial Statement or as shall be shown on the Company's business Closing Balance Sheet (collectively the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen represent or will arise solely in bona fide transactions by the Company represent genuine accounts arising from sales actually made or services actually performed in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing . Unless paid prior to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Effective Date, the reserves for doubtful accounts established Accounts Receivable are or will be as of the Effective Date fully collectable and not subject to counterclaim or set- off (except to the extent that collectablity thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of credits generally) within 120 days of the Effective Date without resort to litigation in an aggregate amount not less than the aggregate amount at which they are carried on the Company's books Closing Balance Sheet, net of aggregate reserves therefore and records in accordance with GAAP and net of credits not reflected on the Closing Balance Sheet, if any, for returns or adjustments thereafter arising in the ordinary course of the Company's business and consistent with past practice, . (iiib) are or will be on Buyer shall cause Company to use all commercially reasonable efforts consistent with Company's past practices to collect the Closing Date enforceable in accordance with their terms, and Accounts Receivable (iv) are not or will which shall not be subject deemed to any deductionrequire instituting litigation or using a collection agency). After the Effective Date, defense, set-off or counterclaim, the Company shall be creating new accounts receivable with customers of Company ("New Receivables"). Collections of receivables after the Effective Date shall be credited first to the Accounts Receivable and further subject then to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a)New Receivables in the order that the receivables from such customer were created unless a customer, to Buyer and Company's knowledge, acting in good faith, expressly disputes a prior receivable, unless a payment expressly identifies a specific invoice or unless it is apparent from the Knowledge of circumstances that the Company and Seller, there are no disputes between payment is being made against a particular invoice or invoices. (c) In the Company and any account debtor event Buyer asserts an indemnification claim with respect to any a breach of Seller's representations and warranties as to Accounts Receivable and neither such claim is agreed to by Sellers or otherwise approved under the procedures set forth in this Agreement, then Buyer shall cause Company nor Seller to assign such receivable to Sellers when and in such amounts actually paid to Buyer by Sellers or offset from the Deferred Purchase Price for any indemnification claim under the Documents. In the event an indemnification claim is aware of any such account debtor's status or condition which could impair its ability asserted with respect to pay its the Accounts Receivable in accordance with their respective terms. Since October 28and such claim is not immediately paid by Sellers (whether because of the "indemnity basket" or otherwise), 2001 then Buyer shall continue to use all commercially reasonable efforts to collect the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any subject Accounts Receivable and any amounts so collected shall be credited to the prior claim or accelerated otherwise accounted for as circumstances then require and as the collection of any Account Receivableparties agree.

Accounts Receivable. All Borrower will (a) inform Bank immediately of the trade rejection of goods, claims made or delay in delivery or performance in regard to any account or contract right upon which Borrower has based availability for Revolving Line Advances or if any account receivable previously scheduled, listed or referred to in any certificate, statement or report by Borrower and upon which Borrower is basing availability for Revolving Line Advances ceases to be an Eligible Receivable; (b) adjust the borrowing base calculation under the Revolving Line to reduce the availability for Revolving Line Advances by the amount of any account with respect to which Borrower is required to give Bank notice pursuant to the foregoing SUBSECTION (a) and repay any Out-Of-Formula Advance resulting therefrom; (c) make no change in any account upon which Borrower has based availability for Revolving Line Advances, unless such change is contemporaneously reflected in the borrowing base calculation; (d) furnish to Bank all information received by Borrower affecting the financial standing of any account debtor whose account or contract right has been specifically assigned to Bank; (e) pay Bank the amount loaned against any account or contract right if the goods are returned by purchaser or the contract is canceled or terminated or adjust the borrowing base calculation to reduce the availability for Revolving Line Advances by the amount of such account and repay any Out-Of-Formula Advance resulting therefrom; (f) immediately notify Bank if any of its accounts receivable arise out of contracts with the United States or any department, agency or instrumentality thereof, and if such amount is to be an Eligible Receivable use reasonable commercial effects to execute any other similar right instruments and take any steps required by Bank in order that all monies due and to receive payments become due under such contract shall be assigned to Bank and notice thereof given to the Government under the Federal Assignment of Claims Act; and (g) deliver to Bank, with appropriate endorsement or assignment, any instrument or chattel paper representing an account or contract right. Any permission granted to Borrower by Bank to omit any of the requirements of this SECTION 7.25 may be revoked by Bank at any time. Borrower will, if requested by Bank (a) give Bank assignments, in form acceptable to Bank, of specific accounts or groups of accounts and monies due and to become due under specific contracts and specific general intangibles; (b) furnish to Bank a copy, with such duplicate copies as Bank may request, of the invoice applicable to each account specifically assigned to Bank or arising out of sales made a contract right, bearing a statement that such account has been assigned to Bank and such additional statements as Bank may require; (c) xxxx its records evidencing its accounts in the ordinary course with respect a manner satisfactory to the Company's business Bank so as to show which accounts have been assigned to Bank; (the "Accounts Receivable"d) as furnish to Bank satisfactory evidence of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable shipment and receipt of the Company reflected on the Balance Sheet, any goods specified by Bank and the Accounts Receivable performance of any services or obligations covered by accounts or contracts in which are reflected in Bank has a security interest; (e) pay Bank the books and records unpaid portion of the Company and any account or contract right upon which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), Borrower has based availability for Revolving Line Advances if (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the businesssuch account is not paid promptly after its maturity, (ii) represent an account debtor does not accept the goods or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practiceservices, (iii) are any petition under the Bankruptcy Code or will be on the Closing Date enforceable in accordance with their termsany similar federal or state statute is filed by or against a purchaser, and or (iv) are not or will not be subject to Bank shall at any deductiontime reject the account as unsatisfactory; and until such payment is made by Borrower, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of Bank may retain any such account debtoror contract right as security and may charge any deposit account of Borrower for any such amounts; (f) join with Bank in executing a financing statement, notice, affidavit, security agreement, assignment or similar instrument, in form satisfactory to Bank, and such continuation statements and other instruments as Bank may from time to time request and pay the cost of filing the same in any public office deemed advisable by Bank to perfect the liens and security interests granted therein; (g) give Bank such financial statements, reports, certificates, lists of purchasers (showing names, addresses, and amounts owing) and other data concerning its accounts, contracts, collections, inventory, general intangibles and other matters as Bank may from time to time request; (h) segregate cash proceeds of Collateral so that they may be identified readily, and deliver the same to the Bank at such time or times and in such manner and form as the Bank may direct; (i) furnish such witnesses as may be necessary to establish legal proof of the Collateral or records relating to the Collateral; and (j) obtain from any owner, encumbrancer, processor, or other person having an interest in the property where any Collateral is located, written consent to Bank's status removal of the Collateral therefrom, without liability on the part of the Bank to such owner, encumbrancer, processor or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28other person, 2001 the Company has not cancelledor from any such owner, compromisedencumbrancer, settled, released, waived, written-off processor or expensed any Accounts Receivable or accelerated the collection other person such waivers of any Account Receivableinterest in the Collateral as the Bank may require.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The [ ]A. Accounts Receivable of the Company reflected on the Balance SheetBusiness for work done, or goods sold to date of Closing (hereinafter, referred to as “Seller's Accounts Receivable”) shall be retained by Seller and the Accounts Receivable which are reflected not assets conveyed to Buyer in the books and records of the Company and which have arisen from the period from the Balance Sheet Date this transaction. Buyer will forward to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions Seller any payments received by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) Buyer with respect to Seller's Accounts Receivable, will cooperate with Seller in providing any and all correspondence, or other documents received by Buyer with respect to Seller's Accounts Receivable, and will otherwise cooperate with Seller in enabling Seller to collect Seller's Accounts Receivable. [ X ]B. It is agreed that Seller's Accounts Receivable arising after the Balance Sheet Dateof $25,483.31 is included in Total Purchase Price. Details of these receivables include name, the reserves for doubtful accounts established on the Company's books account number, amount and records aging, and shall be delivered to Buyer at Closing. Any increase or decrease before Closing, as compared to this amount, shall adjust Total Purchase Price. Where applicable, any increase shall be added to Promissory Note owed to Seller, and if one does not exist then Seller agrees to finance this amount payable in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicen/a, (iiin/a) are or will be on equal monthly installments, commencing thirty (30) days after Closing, with interest at the Closing Date enforceable in accordance with their termsrate of n/a% per annum, and (iv) are not or will not a decrease shall reduce cash at closing. All Accounts Receivable transferred shall be subject to any deductionfully guaranteed by Seller, defenseand if uncollectible within 180 days, may be set-off or counterclaim, and further subject against next payment(s) due from Promissory Note owed to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, where one exists. In the event that there are is no disputes between Promissory Note owed to Seller, the Company and any account debtor with respect Parties agree that Closing Agent shall retain $n/a from Seller's closing proceeds for a period of n/a (n/a) days to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtorsecure Seller's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableindemnification responsibilities.

Accounts Receivable. All At the Closing, the accounts receivable of the trade accounts receivable Company and any other similar right to receive payments arising out its Subsidiaries as of sales made in the ordinary course with respect to the Company's business Closing Date (the "Accounts Receivable") as ), less a reserve placed in a sub-account of the Balance Sheet Date are reflected on Escrow in an amount equal to ten percent (10%) of their face amount (the Balance Sheet"A/R Reserve Escrow"), shall be determined. The Accounts Receivable As of the Company reflected on date four (4) months (the Balance Sheet"Collection Period") following the Closing, and Buyer shall determine in good faith the amount, if any, by which the Accounts Receivable which are reflected in exceed the books and records actual collection of the Company and which have arisen from the period from the Balance Sheet Date such Accounts Receivable after applying any applicable customer deposits or credits made or given prior to and including the Closing Date with respect to such Accounts Receivable or the transactions giving rise thereto (the "Accounts Receivable Deficiency") at the expiration of such Collection Period. Buyer shall, within twenty (20) days following the expiration of such Collection Period, provide the Stockholder Representative with reasonably satisfactory evidence of the amount of the Accounts Receivable Deficiency and the components thereof, and subject to the provisos below, shall cause the Surviving Corporation and its Subsidiaries, or their successors or assigns, to assign to the Stockholder Representative any such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)not been collected within the Collection Period, and any rights to interest and/or penalties relating thereto, provided that: (i) have arisen or will arise solely Buyer may elect to cause the Surviving Corporation to retain any such Accounts Receivable, in bona fide transactions by which event the Company aggregate amounts of such Accounts Receivable shall be excluded in determining the ordinary course of the operation of the business, Accounts Receivable Deficiency; or (ii) represent or will represent upon their creation, valid obligations due and owing Buyer may elect to return the uncollected Accounts Receivable to the Company, except for Stockholder Representative at their book value to determine the Accounts Receivable Deficiency. -6- 13 (Ab) Except where (i) a customer that owes an Account Receivable is on a COD basis on the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice day of the CompanyClosing, or (ii) Buyer in good faith, causes the Surviving Corporation or its Subsidiaries, or their successors in interest, to convert a customer to COD basis after Closing, the first payments received by the Surviving Corporation or its Subsidiaries, or their successors in interest, from such customer shall be applied to the payment of the oldest outstanding balance of such customer's account. Payments made to the Surviving Corporation or its Subsidiaries, or their successors in interest, by any such customer for products sold by the Surviving Corporation or its Subsidiaries, or their successors in interest, on a COD basis shall not be applied to the Accounts Receivable that existed prior to the Closing, but shall be retained exclusively by the Surviving Corporation or its Subsidiaries, or their successors in interest. Buyer agrees to notify the Stockholder Representative at the time it causes the Surviving Corporation or its Subsidiaries, or their successors in interest, to place any customer on a COD basis. (c) Buyer agrees to use its best efforts to collect Accounts Receivable, but shall not be required to cause the Surviving Corporation or its Subsidiaries to institute legal action for any collection. (d) On or about the date three (3) months after the Closing Date, Buyer shall provide the Stockholder Representative with a status report setting forth in reasonable detail Buyer's collections of, and (B) collection efforts with respect to Accounts Receivable arising after the Balance Sheet Dateto, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither confer with the Company nor Seller is aware Stockholder Representative regarding appropriate steps to be taken to collect unpaid Accounts Receivable. Within 25 days after the Stockholder Representative's receipt of any such account debtorBuyer's status or condition which could impair its ability to pay its written notice of the Accounts Receivable in accordance with their respective terms. Since October 28Deficiency, 2001 Buyer shall receive from the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any A/R Reserve Escrow the Accounts Receivable or accelerated Deficiency, with interest on such Accounts Receivable Deficiency as earned on such amount under the collection A/R Reserve Escrow. In the event that the A/R Reserve Escrow is insufficient to satisfy the Accounts Receivable Deficiency, then such insufficiency shall be deducted from the Escrow Fund. In the event the amount of any Account Receivablethe A/R Reserve Escrow exceeds the Accounts Receivable Deficiency, then the Escrow Agent shall promptly transfer the excess to the Stockholder Representative Escrow and Buyer shall so instruct the Escrow Agent.

Accounts Receivable. All Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance - Less Ineligibles (detailed on page 2) - Net Eligible Accounts Receivable - Accounts Receivable Availability before Sublimit(s) - Net Available Accounts Receivable after Sublimit(s) - Availability before Loan Balance - Confidential treatment is being requested for portions of this document. This copy of the trade accounts receivable and any other similar right to receive payments arising out of sales made in document filed as an exhibit omits the ordinary course with respect confidential information subject to the Company's business confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. Letter of Credit Balance As of: 1/0/00 - Loan Ledger Balance As of: 1/0/00 - Cash in-transit Adjusted Loan Balance - Net Availability - Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrower that (the "Accounts Receivable"i) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Company reflected on the Balance Sheeteffective date of any advance, continuation or conversion requested above is true and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect correct in all material respects all Accounts Receivable which have arisen during such period(except to the extent any representation or warranty expressly related to an earlier date), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due each of the covenants and owing agreements contained in any Loan Document have been performed (to the Company, except for (A) extent required to be performed on or before the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicedate hereof or each such effective date), (iii) are no Default or will be Event of Default has occurred and is continuing on the Closing Date enforceable in accordance with their termsdate hereof, nor will any thereof occur after giving effect to the request above, and (iv) are not or will not be all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. Authorized Signer Page 2 — Accounts Receivable Availability Detail Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to any deductionthe confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. To: Xxxxx Fargo Capital Finance, defenseInc. 0000 Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxxx Xxxxxx, setXxxxxxxxxx 00000 Attn: Business Finance Division Manager Re: Compliance Certificate dated Ladies and Gentlemen: Reference is made to that certain AMENDED AND RESTATED CREDIT AGREEMENT (the “Credit Agreement”) dated as of , by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO CAPITAL FINANCE, INC., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), Oclaro, Inc., (“Parent”) and Oclaro Technology Limited (the “Borrower”). Capitalized terms used in this Compliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein. Pursuant to Schedule 5.1 of the Credit Agreement, the undersigned officer of Parent hereby certifies, in such capacity, that: 1 The financial information of Parent and its Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except for year-off or counterclaimend adjustments and the lack of footnotes), and further subject to normal allowances, deductions fairly presents in all material respects the financial condition of Parent and customary discounts consistent with past practices its Subsidiaries. 2 Such officer has reviewed the terms of the CompanyCredit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Parent and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 5.1 of the Credit Agreement. Except 3 Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof and what action Parent and its Subsidiaries have taken, are taking, or propose to take with respect thereto. 4 The representations and warranties of Parent and its Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date), except as set forth on Schedule 2.24(a), 3 attached hereto. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the Knowledge confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 5 Parent and its Subsidiaries are in compliance with the applicable covenants contained in Section 7 of the Company Credit Agreement as demonstrated on Schedule 4 hereof. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableExchange Commission.

Accounts Receivable. All 4.11.1 The accounts receivable ("Receivables") of the trade accounts receivable Corporation and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as each of the Balance Sheet Date are Subsidiaries reflected on the Balance Sheet. The Accounts Receivable consolidated balance sheet of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected Corporation included in the books Audited Financial Statements are bona fide, have been properly recorded and records of the Company and which have arisen from the period from the Balance Sheet Date represent amounts due for goods or services duly sold or rendered or to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company be rendered in the ordinary course of business, and no claim has been made or threatened with respect to the operation quality or warranty of such goods and services which has not been disposed of, and the said Receivables are good and collectible, free from any claim or right of set off or counterclaim, except to the extent of any reserves for bad debts reflected in said balance sheet, and all Receivables which have accrued to the Corporation and to each of the business, (ii) represent or will represent upon their creation, valid obligations due and owing Subsidiaries up to the Company, date hereof subsequent to the Audit Date comply with the foregoing in all respects except for (A) to the extent of reserves for doubtful accounts bad debts maintained at substantially the same respective rates as reflected in the Balance Sheet (which reserves have been established said balance sheet. 4.11.2 All Receivables reflected in accordance with GAAP and consistent with past practice of the Company) and (B) with respect Audited Financial Statements or arising since the date thereof up to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and Closing Date arose in the ordinary course of the Company's business consistent with past practiceare good and collectible and are not subject to any valid defence, (iii) are offset or credit. 4.11.3 For purposes of this Section, all Receivables will be on evaluated six (6) months following the Closing ("Evaluation Date"). A Receivable, except for Receivables relating to prearrangement contracts, shall be considered to be good and collectible if (i) payment has been received in full on or before the Evaluation Date; or (ii) four scheduled payments, or payments totalling at least 13% of the contract price, have been received within the 6 month period immediately preceding the Evaluation Date. To the extent that a Receivable is not good and collectible, the Purchase Price shall be reduced by an amount equal to the excess of the balance of all such Receivables at Evaluation Date enforceable over the allowance for doubtful accounts set up by the Corporation and reflected in the Closing Financial Statements. The allowance for doubtful accounts set up by the Corporation as of the Closing shall be in accordance with their termsits policy in effect as of December 31, and 1995. Notwithstanding anything to the contrary in this Section 4.11.3, Receivables which were guaranteed by the estate of a decedent shall be evaluated twelve (iv12) are not or will months after the Closing, which date shall be the Evaluation Date applicable to such Receivables. Any such Receivable shall not be subject deemed good and collectible unless paid in full at such time. A Receivable deemed not good and collectible under this Section 4.11.3 shall be conveyed to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts Vendor who may pursue legal collection efforts consistent with past the practices of the Company. Except Corporation in effect as set forth on Schedule 2.24(a)at December 31, to the Knowledge of the Company and Seller1995; however, there are no disputes between the Company and any account debtor legal action with respect to any Accounts such Receivable may be instituted without the express written consent of Purchasers. 4.11.4 For purposes of this Section, all Receivables relating to prearranged contracts will be evaluated on the Evaluation Date. A Receivable relating to prearranged contracts shall be considered good and neither collectible at the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability Evaluation Date if (i) payments have up to pay its Accounts Receivable the Evaluation Date been made in accordance with their respective the contract terms, or (ii) payments up to the Evaluation Date have been made in accordance with a payment schedule revised in accordance with the Corporation's credit policies in effect as of the date hereof. Since October 28To the extent that a Receivable is not good and collectible at the Evaluation Date, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated Purchase Price shall be reduced by an amount equal to the collection amount of any Account Receivableincome previously recognized on the books of the Corporation in connection with the sale relating to such Receivable which is in excess of the funds kept by the Corporation in accordance with applicable laws in connection with such sale. 4.11.5 On the Evaluation Date, the Purchase Price will be reduced by the amount of the Receivables deemed not good and collectible determined as set forth above and the procedures at Section 3.2 hereof with respect to the repayment of such reduction in the Purchase Price to the Purchaser shall apply mutatis mutandis.

Accounts Receivable. All (a) Each Grantor hereby covenants and agrees that it shall keep and maintain at its own cost and expense satisfactory and complete records of its Accounts Receivable, including the trade accounts receivable and any other similar right to receive payments arising out originals of sales made in the ordinary course all documentation with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The its Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of all payments received and all credits granted on such Accounts Receivable, all merchandise returned and all other dealings therewith. (b) Each Grantor hereby covenants and agrees that it shall xxxx conspicuously, in form and manner reasonably satisfactory to the Company Security Agent, all Chattel Paper, Instruments and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all other items evidencing Accounts Receivable which have arisen during such period(other than any delivered to the Security Agent as provided herein), as well as the related Accounts Receivable Records, with an appropriate reference to the fact that such Accounts Receivable have been collaterally assigned to the Security Agent for the benefit of the Secured Parties and that the Security Agent has a Security Interest therein. (ic) have arisen or will arise solely in bona fide transactions by the Company Each Grantor hereby covenants and agrees that other than in the ordinary course of business as generally conducted by it on and prior to the operation date hereof and consistent with its sound business judgment, and except as otherwise provided in subsection (d) below, no Grantor shall (i) grant any extension or renewal of the businesstime of payment of any Accounts Receivable, (ii) represent compromise, compound or will represent upon their creationsettle any dispute, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are claim or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor legal proceeding with respect to any Accounts Receivable for less than the total unpaid balance thereof, or release, wholly or partially, any Person liable for the payment thereof, (iii) allow any credit or discount whatsoever thereon or (iv) amend, supplement or modify any Account in any manner that could materially adversely affect the value thereof. (i) Each Grantor hereby covenants and neither agrees that except as otherwise provided in this subsection, such Grantor shall continue to collect all amounts due or to become due to such Grantor under its Accounts Receivable and any Supporting Obligation and diligently exercise each material right it may have under such Accounts Receivable, any A07164677/5.0/13 Dec 2006 (ii) Notwithstanding the Company nor Seller is aware foregoing, the Security Agent shall have the right at any time following the occurrence of an Enforcement Event to notify, or require any Grantor to notify, any Account Debtor of the Security Agent's Security Interest in the Accounts Receivable and any Supporting Obligation and the Security Agent may: (A) direct the Account Debtors under any Accounts Receivable to make payment of all amounts due or to become due to any Grantor thereunder directly to the Security Agent, (B) notify, or require a Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts Receivable have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Security Agent and (C) enforce, at the expense of any Grantor, collection of any such account debtor's status Accounts Receivable and to adjust, settle or condition which could impair its ability compromise the amount or payment thereof, in the same manner and to pay its the same extent as such Grantor might have done. If the Security Agent notifies a Grantor that it has elected to collect the Accounts Receivable in accordance with their respective termsthe preceding sentence, any payments of Accounts Receivable received by such Grantor shall be forthwith (and in any event within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Security Agent or in blank, if required, in a Cash Collateral Account maintained under the sole dominion and control of the Security Agent, and until so turned over, all amounts and Proceeds (including checks and other instruments) received by such Grantor in respect of the Accounts Receivable, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Security Agent hereunder and shall be segregated from other funds of such Grantor and the Grantor shall not adjust, settle or compromise the amount or payment of any Accounts Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon. (e) Each Grantor hereby covenants and agrees that it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to its Accounts Receivable. (f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account in excess of $100,000, to the extent permissible under the document granting a security interest, such Grantor shall promptly assign such security interest to the Security Agent. Since October 28, 2001 Such assignment need not be filed of public record unless necessary to continue the Company has not cancelled, compromised, settled, released, waived, written-off perfected status of the security interest against creditors of and transferees from the Account Debtor or expensed other Person granting the security interest. (g) With respect to any Accounts Receivable in excess of $100,000 individually or accelerated $500,000 in the collection aggregate that is evidenced by, or constitutes, Chattel Paper, each Grantor shall cause each originally executed copy thereof to be delivered to the Security Agent (or its agent or designee) appropriately indorsed to the Security Agent or indorsed in blank: (i) A07164677/5.0/13 Dec 2006 with respect to any such Accounts Receivable in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Accounts Receivable hereafter arising, immediately, and in any event within ten days of such Grantor acquiring rights therein. With respect to any Account ReceivableAccounts Receivable in excess of $100,000 individually or $500,000 in the aggregate that constitutes "electronic chattel paper" under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Security Agent "control" (as defined in Section 9-105 of the UCC) over such Accounts Receivable (x) with respect to any such Accounts Receivable in existence on the date hereof, on or prior to the date hereof and (y) with respect to any such Accounts Receivable hereafter arising, within ten days of such Grantor acquiring rights therein. Any Accounts Receivable not otherwise required to be delivered or subjected to the control of the Security Agent in accordance with this Section 4.6 shall be delivered or subjected to such control upon request of the Security Agent.

Accounts Receivable. All accounts receivable which are in existence at the Closing Date are herein called the “Subject Receivables” and shall be dealt with as follows: (a) As soon as is reasonably practicable following the Closing Date, Sellers, with such assistance from Buyer as they may reasonably require, will prepare a detailed trial balance of the trade accounts receivable Subject Receivables and any other similar right deliver such trial balance to receive payments arising out Buyer. With respect to Subject Receivables relating to non-hold back or non-retention contracts, once one hundred and twenty (120) days have elapsed, Buyer shall deliver to Sellers a list of sales made the Subject Receivables which are then outstanding in whole or in part and which Buyer wishes to assign to Sellers (the ordinary course “Uncollected Non-Retention Receivables”), if any. In addition, with respect to Subject Receivables relating to hold back or retention contracts, upon the Company's business earlier of (i) ninety (90) days after such accounts receivable have become fully due and payable or (ii) two years from the Closing Date, Buyer shall deliver to Sellers a list of such Subject Receivables which are then outstanding in whole or in part and which Buyer wishes to assign to Sellers (the "Accounts Receivable"“Uncollected Retention Receivables” and together with the Uncollected Non-Retention Receivables, the “Uncollected Receivables”), if any. At the time of each respective delivery, Buyer shall: (i) as Assign such Uncollected Receivables to Sellers (or their designees) free and clear of all security interests or other encumbrances, pursuant to a form of assignment satisfactory to Sellers’ counsel, acting reasonably; and (ii) Sellers shall forthwith pay to Buyer an amount equal to the aggregate unpaid principal amount of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance SheetUncollected Receivables. (b) Buyer will provide access, and the Accounts Receivable which are reflected in the during business hours, to such employees, books and records of the Company Business as Sellers may reasonably require in order to collect the Uncollected Receivables and which have arisen from the period from the Balance Sheet Date shall provide, at Sellers’ expense, copies of such relevant documentation as Sellers may reasonably require in connection therewith. If requested by Sellers, Buyer will provide oral or written confirmation to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course specific account debtors of the operation Uncollected Receivables of the business, (ii) represent or will represent upon assignment of the relevant Uncollected Receivables to Sellers and that payment of the relevant Uncollected Receivables to Sellers shall release the specific account debtor of any liability to Buyer in respect of such Uncollected Receivable. Sellers shall make only such requests of Buyer as are reasonable in order for them to collect the Uncollected Receivables and Sellers shall use their creation, valid obligations due and owing best efforts not to cause any unreasonable disruption to the Company, except for (A) the reserves for doubtful accounts reflected ongoing business of Buyer in the Balance Sheet (which reserves relation to such requests. Should Buyer receive any payments in respect of Uncollected Receivables after they have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect assigned to Accounts Receivable arising after the Balance Sheet DateSellers, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject Buyer shall forthwith forward such payments to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableSellers.

Accounts Receivable. All Purchaser agrees that after the ------------------- Closing Date it will use its reasonable best efforts, consistent with Seller's past practices as disclosed to Purchaser by Seller prior to the date hereof, to collect all of the trade outstanding accounts receivable and any other similar right to receive payments arising out of sales made included in the ordinary course with respect Transferred Assets. Payments received from customers and credit returns shall be applied to the Companyspecific invoice designated by the customer paying or returning the same. Upon Purchaser's business written request, Seller agrees to purchase from Purchaser any and all accounts receivable included in the Transferred Assets (the "Accounts ReceivableCLOSING ------- RECEIVABLES") as which have not been collected during the 180 days immediately ----------- following the Closing Date, to the extent that the uncollected amount of the Balance Sheet Date are Closing Receivables exceeds an amount equal to (i) $25,000, plus (ii) Seller's reserves for bad debts reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance SheetInterim Statements, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date plus (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)iii) supplier credits, (i) have arisen whether or will arise solely in bona fide transactions by the Company not reserved, arising in the ordinary course of Seller's Business for warranty related claims from sales prior to the operation Closing Date (the "RECEIVABLES ADJUSTMENT") in exchange for a purchase price equal to the ---------------------- Receivables Adjustment (such purchase price being referred to herein as the "Receivables Adjustment Price"). Such notice shall include a statement indicating the amount of the businessClosing Receivables collected and an itemized list of the uncollected Closing Receivables as of such date. Upon Seller's payment of the Receivables Adjustment Price, (ii) represent or will represent upon their creation, valid obligations due and owing Purchaser shall assign all of its rights to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP uncollected Closing Receivables to Seller and consistent with past practice of the Company) and (B) Seller shall be entitled to all subsequent collections with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablereceivables.

Accounts Receivable. All (a) Except for the amounts set forth on Schedule 4.08(a), all accounts receivable of the trade accounts receivable Company (the “Accounts Receivable”) are reflected properly on the Company’s books and any other similar right to receive payments records and represent legal, valid, binding and enforceable obligations arising out of from sales actually made or services actually performed in the ordinary course with respect to the Company's business (the "Accounts Receivable") as Ordinary Course of the Balance Sheet Date are reflected on the Balance SheetBusiness. The Accounts Receivable of the Company reflected on the Balance Sheet, are current and the Accounts Receivable which are reflected will be collected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including full within twelve (12) months after the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the CompanyDate, except for (A) bad debt and write-offs that are within the levels of reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice as of the Company) and (B) with respect to Accounts Receivable arising after Closing for the Balance Sheet Datesame. There is no contest, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course claim or right of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off other than returns in the Ordinary Course of Business under any Contract with any obligor of any Accounts Receivable relating to the amount or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices validity of such Accounts Receivable. (b) Except for the Company. Except as amounts set forth on Schedule 2.24(a4.08(b), to the Knowledge all notes receivable of the Company (the “Notes Receivable”) are reflected properly on the Company’s books and Sellerrecords and represent legal, there are no disputes between valid, binding and enforceable obligations owed to the Company arising from the Company’s Ordinary Course of Business. The Notes Receivable are current and will be collected in full within twelve (12) months after the Closing Date. There is no contest, claim or right of set-off with any account debtor with respect obligor of any Note Receivable relating to any Accounts Receivable and neither the amount or validity of such Note Receivable. (c) Except for the amounts set forth on Schedule 4.08(c), all costs in excess of xxxxxxxx of the Company nor Seller are reflected properly on the Company’s books and records, and these costs in excess of xxxxxxxx will, after being billed, represent legal, valid, binding and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. There is aware no contest, claim or right of set-off under any such account debtor's status Contract with any obligor relating to the amount or condition which could impair its ability to pay its Accounts Receivable validity of these costs in accordance with their respective terms. Since October 28excess of xxxxxxxx. (d) Except for the amounts set forth on Schedule 4.08(d), 2001 all retainage of the Company has not cancelledis reflected properly on the Company’s books and records, compromisedand this retainage represents legal, settledvalid, releasedbinding, waivedand enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. There is no contest, writtenclaim, or right of set-off under any Contract with any obligor relating to the amount or expensed any Accounts Receivable or accelerated the collection validity of any Account Receivablethis retainage.

Accounts Receivable. All (a) RCI Shareholders have stated that it is not feasible to prepare a statement of Accounts Receivable as of the trade accounts receivable Closing Date (or the business day immediately prior) and provide that update to OneLink on the Closing Date. Therefore, following the Closing Date, OneLink shall cause RCI to prepare a statement of Accounts Receivable as of the Closing Date. The schedule of Closing Date Accounts Receivable shall be prepared according to past practice of RCI, but presented in a manner acceptable to OneLink's auditors. The RCI Shareholders agree to cooperate with RCI to cause such statement to be prepared as promptly as practical, and in any other similar right event within thirty (30) days after the Closing Date. After preparation of the updated Accounts Receivable statement, Cary Goldberg, as representative of the RCI Shareholders, shall xxxxxx, xxx suggest appropriate changes to receive payments arising out the Accounts Receivable statements within five (5) business days after receiving the updated statements. If there is any dispute regarding the Accounts Receivable statement, such dispute shall be resolved pursuant to Section 8.2 of sales made in this Agreement; provided, however, that any such dispute must be initiated by the ordinary course RCI Shareholders on or before the date sixty (60) days after the Closing Date; and, further provided, that the listing of Closing Date Accounts Receivables shall become final (the "Final Closing Date Accounts Receivable") upon the earliest of the following events: (i) the mutual acceptance of OneLink and Cary Goldberg, (ii) sixty (60) days after the Closing Date if Cxxx Xxxxxxxx has not delivered notice of a dispute pursuant to Xxxxxxx 0.0(a) with respect to the Company's business (the "Closing Date Accounts Receivable", and (iii) as of the Balance Sheet date any dispute with respect to the Closing Date are reflected on the Balance Sheet. The Accounts Receivable is resolved pursuant to Section 8.2. (b) OneLink shall cause RCI to make diligent commercially reasonable efforts to collect the Accounts Receivables. In the event RCI fails to collect all of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable Accounts Receivable List, the face amount of such Accounts Receivable and the actual amount of such Accounts Receivable collected shall be taken into account in accordance with their termsdetermining whether an Accounts Receivable Shortfall exists, and (iv) are not or will not which would be subject to any deduction, defense, set-off or counterclaim, and further subject indemnification by the RCI Shareholders pursuant to normal allowances, deductions and customary discounts consistent with past practices Section 6.1 of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablethis Agreement.

Accounts Receivable. All Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 3) Net Eligible Accounts Receivable — Accounts Receivable Availability after ENV application and the Credit and Unapplied Collection amount Advance Rate 85.0 % Net Available Accounts Receivable — Inventory Balance Assigned To Xxxxx Fargo Less Ineligibles (detailed on page 4) Eligible Inventory — Inventory Sublimit — Net Available Inventory — Total Availability before Reserves — Total Reserves — Total Availability after Reserves before Loan Balance and LCs — Total Credit Line 10,000,000 Suppressed Availability — Availability before Loan Balance — Letter of Credit Balance As of: — Loan Ledger Balance As of: Cash in-transit Adjusted Loan Balance — Net Availability — Additionally, the trade accounts receivable undersigned hereby certifies and any other similar right to receive payments arising out of sales made in the ordinary course with respect represents and warrants to the Company's business Lender Group on behalf of Borrowers that (the "Accounts Receivable"i) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Company reflected on the Balance Sheeteffective date of any advance, continuation or conversion requested above is true and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect correct in all material respects all Accounts Receivable which have arisen during (except that such periodmateriality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date hereof, as though made on and as of such date (i) have arisen except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or will arise solely in bona fide transactions modified by the Company materiality in the ordinary course text thereof) as of the operation of the businesssuch earlier date), (ii) represent or will represent upon their creation, valid obligations due each of the covenants and owing agreements contained in any Loan Document have been performed (to the Company, except for (A) extent required to be performed on or before the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicedate hereof or each such effective date), (iii) are no Default or will be Event of Default has occurred and is continuing on the Closing Date enforceable in accordance with their termsdate hereof, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices all of the Company. Except foregoing is true and correct as of the effective date of the calculations set forth on Schedule 2.24(a), to the Knowledge of the Company above and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any that such account debtor's status or condition which could impair its ability to pay its Accounts Receivable calculations have been made in accordance with their respective termsthe requirements of the Credit Agreement. Since October 28INFUSYSTEM HOLDINGS, 2001 the Company has not cancelledINC. List of attachments with this Borrowing Base Certificate: INFUSYSTEM HOLDINGS USA, compromisedINC. Page 2 - Term Loan Limiter Calculation INFUSYSTEM, settled, released, waived, written-off or expensed any INC. Page 3 - Accounts Receivable Availability Detail FIRST BIOMEDICAL, INC. Page 4 - Inventory Availability Detail IFC, LLC Page 5 - Borrowing Base Detail By: Page 7 - FBI, Inc. Fixed Asset Rollforward Authorized Signer Page 8 - Capital Lease Reserve Calculation Table of Contents Date Name Infusystem Holdings, Inc. Each of the undersigned, INFUSYSTEM HOLDINGS, INC., a Delaware corporation (“Parent”), INFUSYSTEM HOLDINGS USA, INC., a Delaware corporation (“Holdings”), INFUSYSTEM, INC., a California corporation, and FIRST BIOMEDICAL, INC., a Kansas Corporation (collectively with INFUSYSTEM, INC. the “Borrowers”), pursuant to that certain Credit Agreement dated as of November 30, 2012 (as amended, restated, modified, supplemented, refinanced, renewed, or accelerated extended from time to time, the collection “Credit Agreement”), entered into among the Borrowers, the lenders signatory thereto from time to time and Xxxxx Fargo Bank, National Association, a national banking association as the administrative agent (in such capacity, together with its successors and assigns in such capacity, “Agent”), hereby certifies to Agent that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct, and that Borrowers are in compliance with and, after giving effect to any currently requested Revolving Loans, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement. 70.0 % Net Recovery Percentage (based on “With Consignment & Rental Revenue” appraisal NOLV dated as of 7/31/2012) x 74.9 % InfuSystem Fixed Assets at Cost (based on book value of Rental Fleet less Fixed Asset Clearing) x Less Capital Lease Obligations Less Star Infusion Reserve Term A Limiter — Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrowers that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any Account Receivableadvance, continuation or conversion requested above is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. INFUSYSTEM HOLDINGS, INC. List of attachments with this Borrowing Base Certificate: INFUSYSTEM HOLDINGS USA, INC. Page 2 - Term Loan Limiter Calculation INFUSYSTEM, INC. Page 3 - Accounts Receivable Availability Detail FIRST BIOMEDICAL, INC. Page 4 - Inventory Availability Detail IFC, LLC Page 5 - Borrowing Base Detail By: Page 7 - FBI, Inc. Fixed Asset Rollforward Authorized Signer Page 8 - Capital Lease Reserve Calculation Table of Contents To: Xxxxx Fargo Bank, National Association 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Attn: Specialty Finance Manager Re: Compliance Certificate dated , 20 Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of November 30, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among the lenders identified on the signature pages thereof (each of such lenders, together with its successors and permitted assigns, a “Lender”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”), INFUSYSTEM HOLDINGS, INC., a Delaware corporation (“Parent”), INFUSYSTEM HOLDINGS USA, INC., a Delaware corporation (“Holdings”), INFUSYSTEM, INC., a California corporation (“Infusystem”), FIRST BIOMEDICAL, INC., a Kansas corporation (“FBI”; FBI and Infusystem each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”). All initially capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (including Schedule 1.1 thereto). Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Parent hereby certifies as of the date hereof that:

Accounts Receivable. All Except as set forth in Schedule 3.1.21 of the trade Seller Disclosure Schedules, the accounts and notes receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are Seller reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance SheetBusiness Financials, and all accounts and notes receivable arising subsequent to March 31, 2005 in connection with or directly or indirectly relating to the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)Business, (ia) have arisen or will arise solely in arose from bona fide sales transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, and are payable on ordinary trade terms, (iiib) are or will be on legal, valid and binding obligations of the Closing Date respective debtors enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity, (ivc) are not or will not be subject to any deduction, defense, valid set-off or counterclaim, (d) have been collected or are fully collectible (provided that after Closing Buyer uses (and further Buyer hereby covenants that it will use) commercially reasonable efforts to collect the same) before the date that is one hundred fifty (150) days after the applicable invoice date (provided that the account debtor has not affirmatively rejected such invoice), net of reserves according to their terms in amounts not less than the aggregate amounts thereof carried on the Most Recent Balance Sheet; provided, however, that (i) Buyer shall provide Seller with written notice on a periodic basis (no less frequently than every fifteen (15) days) of any accounts receivable amounts existing at closing that have aged more than sixty (60) days from the date of the sale or other activity giving rise to such accounts receivable (it being the intent of the parties that Buyer shall be permitted to reasonably assist in the collections efforts with respect thereto) and (ii) if any accounts receivable of Seller on the Closing Date is not ultimately collected in the time frames reflected above and Buyer exercises its indemnification rights pursuant to Section 6.1 hereof in connection with said uncollected accounts receivable, Buyer shall immediately thereafter transfer, assign and convey to Seller all right, title and interest in and to such uncollected Accounts Receivable, and (e) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to normal allowances, deductions any other repurchase or return arrangement other than customers’ rights to inspect goods upon receipt and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablereject nonconforming goods.

Accounts Receivable. All of the trade (1) Seller is not selling, and shall retain all right, title and interest in and to all unpaid accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable Facility which are reflected in the books and records of the Company and which have arisen from relate to the period prior to the Closing Date, including, but not limited to, any accounts receivable arising from rate adjustments which relate to the Balance Sheet period prior to the Closing Date to and including even if such adjustments occur after the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period“Seller’s A/R”), . Buyer (i) have arisen or will arise solely in bona fide transactions by shall not interfere with any of Seller’s rights with respect to the Company in Seller’s A/R, including but not limited to, the ordinary course right to collect the same and to enforce any and all of Seller’s rights with respect to Seller’s A/R; provided Seller shall not initiate any litigation for collections against parties who continue to be residents of the operation of the businessFacility after Closing without Buyer’s consent, which consent shall not be unreasonably withheld or delayed, and (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) agrees that if it receives any proceeds with respect to Accounts Receivable arising the Seller’s A/R, Buyer will hold such proceeds in trust for Seller and shall promptly turn over those proceeds to Seller without demand, in the form received. (2) Within ten (10) business days following the Closing Date, Seller shall provide Buyer with a schedule setting forth by patient its outstanding accounts receivable with respect to the Facility as of the Closing Date. (3) In furtherance and not in limitation of the requirements set forth in Section 2.4, payments received by Buyer from and after the Balance Sheet Closing Date from third party payors, including but not limited to Medicare, Medicaid, managed care and health insurance, shall be handled as follows: (a) If such payments specifically indicate on the accompanying remittance advice, or the parties otherwise agree, that they relate to the period prior to the Closing Date, the reserves for doubtful accounts established payments (if received by Buyer) shall be forwarded to Seller by Buyer, along with the applicable remittance advice, promptly, but in no event more than five (5) business days, after receipt thereof; (b) If such payments indicate on the Company's books accompanying remittance advice, or the parties otherwise agree, that they relate to the period on or after the Closing Date, they shall be retained by Buyer if received by Buyer, and records paid to Buyer promptly but in accordance with GAAP no event later than five (5) business days, if received by Seller; and (c) If the period(s) for which such payments are made is not indicated on the accompanying remittance advice, and in the ordinary course of parties are unable to agree as to the Company's business consistent with past practiceperiods for which such payments relate, the parties shall assume that each payment received within sixty (iii60) are or will be on days after the Closing Date enforceable relates to the oldest outstanding unpaid receivables for reimbursement and, based on such assumption, the portion thereof which relates to the period on and after the Closing Date shall be retained by Buyer and the balance shall be remitted to Seller promptly, but in accordance no event more than five (5) business days, after receipt thereof. After said sixty (60) day period, such payments which fail to designate the period to which they relate shall be first applied to current balances with their termsany excess applied to reduce pre-Closing balances and, based on such assumption, the portion thereof which relates to the post-Closing period shall be retained by or promptly (within five (5) business days) remitted to Buyer and the balance shall be retained by or promptly (ivwithin five (5) are not business days) remitted to Seller. (4) Any payments received within sixty (60) days after the Closing Date from or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent on behalf of private pay patients with past practices outstanding balances as of the Company. Except as set forth on Schedule 2.24(a)Closing Date which fail to designate the period to which they relate, will first be applied to reduce the patients’ pre-Closing Date balances owed to Seller, with any excess applied to reduce any balances due for services rendered by Buyer after the Closing Date. (5) In the event the parties mutually determine that they misapplied any payment hereunder, or any remittance was made to the Knowledge wrong party, the party that erroneously received the payment shall remit it to the other party promptly, but in no event more than five (5) business days, after the determination of misapplication is made. (6) The obligations of the Company parties to forward the accounts receivable payments pursuant to this Section 2.4 are absolute and Seller, there are no disputes between the Company unconditional and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware irrespective of any such account debtor's status circumstances whatsoever which might constitute a legal or condition equitable discharge, offset, counterclaim or defense of the parties, the right to assert any of which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, is hereby waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.

Accounts Receivable. All Schedule 2.30 (which, upon the agreement of the trade parties, may be delivered in commonly readable electronic format) contains a complete and accurate list of all accounts receivable of Seller and any other similar right to receive payments arising out of sales made in the ordinary course with respect each Subsidiary relating to the Company's business FleetShare Business (collectively, the "FleetShare Accounts Receivable") as of April 30, 1999 and as of a date that is no more than two days prior to the Balance Sheet Date are reflected on Closing Date, as the Balance Sheetcase may be, which list sets forth the aging of such FleetShare Accounts Receivable. The With respect to all commercial credit card accounts (the "Accounts") and related FleetShare Accounts Receivable: (a) such Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen represent valid obligations arising from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen sales actually made or will arise solely in bona fide transactions by the Company services actually performed in the ordinary course of the operation of the business; (b) there is no contest, (ii) represent or will represent upon their creationclaim or, valid obligations due and owing to the Companyknowledge of Seller or either Subsidiary, except for right of set-off, under any contract with any obligor of a FleetShare Account Receivable relating to the amount or validity of such FleetShare Account Receivable; (Ac) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established all underwriting and origination of Accounts were performed in accordance with GAAP the then applicable written policies and consistent with past practice procedures of Commercial Services; (d) each of the Company) and (B) with respect to FleetShare Accounts Receivable arising after and Accounts and the Balance Sheet Dateinterest rates, fees and charges in connection therewith comply, and have at all times in all material respects complied with, all Legal Requirements; (e) each Account, FleetShare Account Receivable and the reserves for doubtful accounts established on related cardholder agreement is the Company's books legal, valid and records binding obligation of the cardholder-obligor and any guarantor named therein and each is enforceable and legally collectible in accordance with GAAP its terms under all applicable Legal Requirements, and, to Seller's and in the ordinary course of the Company's business consistent with past practiceCommercial Services' knowledge, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be is subject to any deduction, no defense, set-off offset or counterclaim, and further subject to normal allowancesapplicable bankruptcy, deductions reorganization, insolvency, moratorium (whether general or specific) and customary discounts consistent with past practices similar laws relating to creditor rights generally, and general principles of equity regardless of whether such enforcement is sought in a proceeding in equity or at law; (f) each FleetShare Account Receivable is free and clear of any and all Encumbrances incurred or existing by, through or on behalf of, or in favor of any Person; and (g) each cardholder agreement constitutes the Company. Except as set forth on Schedule 2.24(a)agreement of Commercial Services and the cardholder, to the Knowledge of the Company and SellerCommercial Services has made no amendment, there are no disputes between the Company and any account debtor with respect modification or supplement to any Accounts Receivable and neither the Company nor Seller cardholder agreement which is aware of any not reflected in writing in such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableagreement.

Accounts Receivable. All (a) Each of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), GEMC (i) have arisen or will arise solely in arose from bona fide transactions by the Company sales in the ordinary course of the operation of the business, (ii) represent was entered into under circumstances and by methods usual and customary in the Company's and GEMC's business in the applicable state or will represent upon their creationcountry and the collection practices used with respect thereto have been and are in all respects legal and proper, valid obligations due and owing (iii) was entered into, and credit granted pursuant thereto, consistent with the Company's and GEMC's historical credit policies and practices. The books of the Company and GEMC correctly record the principal balance of all accounts receivable and there are no security instruments securing any account receivable which are not enforceable, subject to limitation by bankruptcy, insolvency or similar laws affecting creditor's rights generally and by general principles of equity (including the possible unavailability of specific performance or injunctive relief). (b) The Company and GEMC have delivered to Buyer an Aged Trial Balance reflecting accounts receivable as of September 30, 1996. To the best knowledge of the Company, except for (A) GEMC and the reserves for doubtful Sellers, there does not exist any uncollectible accounts reflected receivable which in the aggregate, exceed the Company's and GEMC's reserve for bad debts. The Company and GEMC will deliver a similar current Aged Trial Balance Sheet accounts receivable statement to the Buyer dated as of the Closing Date. (which reserves have been established in accordance with GAAP and consistent with past practice c) To the best knowledge of the Company) , GEMC and (B) with respect the Sellers, none of the accounts receivable of the Company and GEMC are subject to Accounts Receivable arising after the Balance Sheet Dateany material claim of offset, the reserves for doubtful accounts established on recoupment, set-off or counterclaim and the Company's books , GEMC and records in accordance with GAAP the Sellers have no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No person has any lien on any of such accounts receivable and other than in the ordinary course of the Company's business consistent with past practicebusiness, (iii) are no agreement for deduction or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor discount has been made with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablereceivables.

Accounts Receivable. All of the trade accounts receivable Purchaser shall cause New Roche and any other similar right each Subsidiary ------------------- to receive payments arising out of sales made in the ordinary course with respect use its reasonable efforts to the Company's business (the "collect all Accounts Receivable") as of the Balance Sheet Date are Receivable reflected on the Closing Balance Sheet. The Contemporaneously with the delivery of the Closing Balance Sheet, Vendors shall deliver to Purchaser a list of all such Accounts Receivable of the Company reflected on the Closing Balance Sheet, and details related thereto including reserves reflected on the Closing Balance Sheet. Any amounts collected by New Roche or any Subsidiary from any debtor of such Accounts Receivable shall be imputed firstly to the oldest Accounts Receivable from such debtor; provided that if a payment of any of the Accounts Receivable which are reflected is contested, in whole or in part, by the debtor thereof, then any amounts collected by New Roche or the Subsidiary from such debtor shall be imputed to the next oldest uncontested Account Receivable from such debtor. Purchaser shall have no obligation to cause New Roche or any Subsidiary to institute suit to collect any such Accounts Receivable. Purchaser shall use its reasonable efforts to ensure that New Roche and the Subsidiaries do not compromise any Accounts Receivable without Vendors' consent. Purchaser and Vendors may agree to compromise Accounts Receivable if each of Xx. Xxxxxxx X. DeLuca and Xx. Xxxxxx Xxxxx, or their respective successors, agree that it is in the books best interests of New Roche or any Subsidiary to do so and records agree on to how such compromise will require amendments to the application of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all this Section or any other provision of this Agreement. If any Accounts Receivable which have arisen during such period), remain uncollected on (i) have arisen the date the First EBIT Payment, if any, is required to be made and such Accounts Receivable are required to be written-off under GAAP on or will arise solely before such date or, in bona fide transactions by the Company in the ordinary course of the operation of the businessany case, (ii) represent or will represent upon their creationthe date the Second EBIT Payment, valid obligations due and owing if any, is required to be made (the Company"Uncollected Receivables"), except for then the amount of such Uncollected Receivables, less (Aa) the amount of any unused reserves provided for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable Balance Sheet; (b) the actual income Tax reduction available, if any, to New Roche or the applicable Subsidiary in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, setthe year of the write-off of such Uncollected Receivable as a result of such write-off; and (c) the actual amount of GST, QST or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices other sales Tax reimbursements or credits actually received by New Roche or the Subsidiary as a result of the Companywrite off of such Uncollected Receivables, (the net amount of such Uncollected Receivables being the "Net Uncollected Receivables") shall be payable by Vendors to Purchaser solely by compensation (deduction and set off) against the First EBIT Payment, if any, and, if the First EBIT Payment is insufficient, the balance against the Second EBIT Payment, if any. Except For greater certainty, if no First EBIT Payment and Second EBIT Payment are payable hereunder, no Net Uncollected Receivables shall be payable by Vendors. If, at the time of the payment of such Net Uncollected Receivables, the amount of the actual income Tax benefit is not determinable because the Tax position of New Roche or the applicable Subsidiary has not been finalized, then the Parties shall in good faith estimate such benefit and, upon finalization of such Tax position, the Parties shall settle any outstanding balance promptly. Upon payment by Vendors to Purchaser of the full amount of the Net Uncollected Receivables, Purchaser shall cause New Roche or the Subsidiaries, as set forth on Schedule 2.24(a)the case may be, to assign to such Vendors the Knowledge Uncollected Receivables for One dollar (Cdn $1.00). If, after assignment of the Company and Sellersuch Uncollected Receivables, there are no disputes between the Company and New Roche or any Subsidiary receives any payment on account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status Uncollected Receivables, then Purchaser shall cause New Roche or condition the Subsidiaries, as the case may be, to forthwith pay over the amount of such payment to such Vendors into the Collection Account. Any such Net Uncollected Receivables which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28are written off by New Roche or any Subsidiary during either of the periods covered by the EBIT Statements, 2001 shall not be deducted from the Company has not cancelledearnings of New Roche for the purposes of calculating EBIT during such periods, compromised, settled, released, waived, written-off notwithstanding GAAP or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableSection 2.7.

Accounts Receivable. All Collections --------------------------------- (a) Commencing on and from the Closing Date, the Buyer shall cause the Company to make reasonably diligent and continuing efforts to timely collect all accounts receivable of the trade accounts receivable and any other similar right to receive payments arising out of sales made in Company reflected on the ordinary course with respect to the Company's business Closing Balance Sheet (the "Accounts Receivable"); provided, however, (i) the Company shall not ------------------- -------- ------- be obligated to continue to do business with any account debtor if it believes that such continuation will not be in its best interests, and (ii) the Company will not be obligated to incur any Extraordinary Collection Costs (as hereinafter defined), nor will the Company incur any Extraordinary Collection Costs or compromise, settle or accept less than the full amount due in satisfaction of any account without the prior written approval of the Balance Sheet Date are reflected Seller to be obtained in each case. As used herein, "Extraordinary Collection Costs" means ------------------------------ direct out-of-pocket fees and expenses paid to outside debt collection agencies and/or attorneys for services in connection with the collection of the Accounts Receivable. (b) All monies received by the Company from account debtors shall be credited to the account of the remitting debtor in the order of the longest outstanding indebtedness due on the Balance Sheet. The Accounts Receivable account; provided, however, the -------- ------- Company shall not be obligated to credit such monies to any disputed amount of such accounts which the Company reflected Seller reasonably agrees is in dispute. (c) Any amounts due on the Balance Sheet, and the Accounts Receivable which are reflected not collected or realized by the Company within one hundred twenty (120) days after the date the respective Accounts Receivable were billed shall be deemed uncollectible and the Company shall have no further obligation to collect such amounts and the Seller shall, promptly upon demand by the Company, pay such amounts to the Company or its designee and the Company shall, upon such payment, assign to the Seller the specific accounts in respect to which such payment is being made free and clear of all security interests, liens, charges and encumbrances. (d) In the books event that a court of competent jurisdiction in a proceeding under any federal or state bankruptcy, insolvency or other similar law then in effect with respect to any account debtor shall order the Company to repay any of the Accounts Receivable collected and records credited to the account of such account debtor, the amount of such repayment(s), plus the amount of all the reasonable costs and expenses of the Company (including reasonable attorneys' fees) incurred and/or paid in such proceeding, shall become the obligation of the Seller to the Company, payable on demand of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company shall, upon receipt of such payment, assign to the Seller, without recourse and against an appropriate indemnity in the ordinary course favor of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice any rights of the Company) and (B) Company with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablebankruptcy proceedings.

Accounts Receivable. All Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance - Less Ineligibles (detailed on page 2) #N/A Eligible Accounts Receivable #N/A Accounts Receivable Availability before Sublimit(s) #N/A Inventory Balance Assigned To Xxxxx Fargo Capital Finance - Less Ineligibles (detailed on page 5) - Eligible Inventory - Inventory Availability before Sublimit(s) - Wise Alloys, LLC Reserves Wise Alloys, LLC Reserves (1,097,264.67) RWD Reserves - Warehousemen / Convertor Offset RWD Reserves (1,097,264.67) Availability before Reserves Total Credit Line 300,000,000.00 #N/A Wise Alloys, LLC Reserves Wise Alloys, LLC Reserves RWD Reserves RWD Reserves - Wise Alloys, LLC Letter of Credit Balance As of: 4/30/17 Wise Alloys, LLC Loan Ledger Balance As of: 4/30/17 RWD Letter of Credit Balance As of: 6/10/17 750,000.00 RWD Loan Ledger Balance As of: 6/10/17 37,700,000.00 Additionally, the trade accounts receivable undersigned hereby certifies and any other similar right to receive payments arising out of sales made in the ordinary course with respect represents and warrants to the Company's business Lender Group on behalf of Borrower that (the "Accounts Receivable"i) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Company reflected on the Balance Sheeteffective date of any advance, continuation or conversion requested above is true and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect correct in all material respects all Accounts Receivable which have arisen during such period(except to the extent any representation or warranty expressly related to an earlier date), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due each of the covenants and owing agreements contained in any Loan Document have been performed (to the Company, except for (A) extent required to be performed on or before the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicedate hereof or each such effective date), (iii) are no Default or will be Event of Default has occurred and is continuing on the Closing Date enforceable in accordance with their termsdate hereof, nor will any thereof occur after giving effect to the request above, and (iv) are not all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. Authorized Signer Date (mm/dd/yyyy) Name:. Wise Alloys, LLC and Constellium Rolled Products Ravenswood, LLC Report based on Aging dated: Loan ID #: XXX XXX Division Name: Wise Alloys RWD Total Post dated - - Current - 1-30 DPD - 31-60 DPD - 61-90 DPD - 91+ DPD - A/R Aging Balance: - - - Ineligibles: Past Due (60 DPD and 120 DOI) - AB Past Due - Past Due Credits - CrossAge (50%) - Intercompany - Foreign > $30,000,000 - Government - COD - Debit Memo - Employee Sales - Progress Billing - Extended Terms - Finance Charges - Guaranteed - Samples - Consignment Sales - Xxxx & Hold - Bankrupt/Doubtful - Shortpay - Claims by Customers - Concentration Limit #N/A #N/A #N/A Penalty Clause - Accrued Rebates - Defaulted Accounts - Non-Ordinary Course Sales - Other - Other (Contras) - Other (Foreign sales w/o credit insurance) - Other - Other - Other - Other - Other - Other - Other - Other #N/A #N/A Other - Other - Other - Other - Total Ineligible A/R: #N/A #N/A #N/A Eligible A/R #N/A #N/A #N/A Advance Rate 85% 85% 1 25% #N/A #N/A - - - #N/A #N/A 2 25% #N/A #N/A - - + - #N/A #N/A 3 25% #N/A #N/A - - - #N/A #N/A 4 25% #N/A #N/A - - - #N/A #N/A 5 25% #N/A #N/A - - - #N/A #N/A 6 25% #N/A #N/A - - - #N/A #N/A 7 25% #N/A #N/A - - - #N/A #N/A 8 25% #N/A #N/A - - - #N/A #N/A 9 25% #N/A #N/A - - - #N/A #N/A 10 25% #N/A #N/A - - - #N/A #N/A Total Analyzed #N/A #N/A - - - - - - - - - - - - #N/A CONSOLIDATED TOTAL AR #N/A – – – – – – – Net Eligible AR Prior to Concentration Ineligible - - Names (Customer_Name_Calc) % or will not be subject Dollar Cap All Others 25% Constellium Rooled products Ravenswood, LLC As of:5/31/2017 1 25% #N/A #N/A - $ - #N/A #N/A 2 25% #N/A #N/A - $ - #N/A #N/A 3 25% #N/A #N/A - $ - #N/A #N/A 4 25% #N/A #N/A - $ - #N/A #N/A 5 25% #N/A #N/A - $ - #N/A #N/A 6 25% #N/A #N/A - $ - #N/A #N/A 7 25% #N/A #N/A - $ - #N/A #N/A 8 25% #N/A #N/A - $ - #N/A #N/A 9 25% #N/A #N/A - $ - #N/A #N/A 10 25% #N/A #N/A - $ - #N/A #N/A Total Analyzed #N/A #N/A - - - - - - - - - - - - - #N/A CONSOLIDATED TOTAL AR #N/A - - - - - - - Names (Customer_Name_Calc) % or Dollar Cap All Others 25% Name: Wise Alloys, LLC and Constellium Rolled Products Ravenswood, LLC Loan ID #: XXX XXX XXX XXX XXX XXX XXX XXX TBD Inventory Category: Wise XX Xxxx Semi-Finished Goods Wise XX Xxxx In Transit RWD RM RWD Semi-Finished Goods RWD FG RWD Other RWD In-Transit Total Ineligibles: Freight-In Charges - Other Inventory (Chemicals/Supplies) - Foreign - Toll Conversion Costs - Slow Moving - Inventory locations < $100 - Excess/Obsolete - Consignment - Packaging - Tooling/Replacement Parts - Display Items - Returns - Other - In-transit RAW (RWD) - Other - In-transit WIP (RWD) - Other - In-transit FG (RWD) - Other - Conversion cost in toll material (RWD) - Other-Slow Moving Inv Reserve already in NOLV - Other - Appraisal Reserve (grossed up) - Total Ineligible Inventory: - - - - - - - - - - Eligible Inventory - - - - - - - - - - Advance Rate 72.59% 61.03% 76.59% 0.00% 78.97% 61.97% 80.00% 0.00% 80.00% Availability before Xxxxxxxx - - - - - - - - - - Xxxxxxxxx 25,000,000.00 Net Inventory Availability - - - - - - - - - - As of: 6/6/17 Wise XX Xxxx Semi-Finished Goods Wise XX Xxxx In Transit RWD RM RWD Semi-Finished Goods RWD FG Appraised NOLV % 85.40% 71.80% 90.10% 0.00% 92.90% 72.90% 101.40% 0.00% % times the NOLV 85% 85% 85% 85% 85% 85% 85% % of NOLV 72.59% 61.03% 76.59% 0.00% 78.97% 61.97% 86.19% Period Activity date Location_calc Extended_value_calc Location_type_calc Subtotal top 20 - All others - Grand total inventory - Constellium Rolled Products Ravenswood, LLC Period Activity date Location_calc Extended_value_calc Location_type_calc Subtotal top 20 - All others - Grand total inventory - Name: 0 Report #: Sales (+) DILUTIVE Credits (-) Non Dilutive / Adjustment (+) (+) Dilutive / Adjustment (-) (-) Gross Collection (-) Discount (-) Non-AR Cash (+) A/R Ending Balance - Variance - GL Balance Reconciling items Adjusted Balance - Variance - Name: Constellium Rolled Products Ravenswood, LLC Report #: 2886 Cutoff: 5/31/2017 Date Prepared: 6/13/2017 Sales (+) DILUTIVE Credits (-) Non Dilutive / Adjustment (+) (+) Dilutive / Adjustment (-) (-) Gross Collection (-) Discount (-) Non-AR Cash (+) A/R Ending Balance - Variance - GL Balance Reconciling items Adjusted Balance - Variance - AR Transactions -RWD Wise Alloys, LLC Currency: USD 1 #N/A - 2 #N/A - 3 #N/A - 4 #N/A - 5 #N/A - 6 #N/A - 7 #N/A - 8 #N/A - 9 #N/A - 10 #N/A - Constellium Rolled Products Ravenswood, LLC Currency: USD Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - Manual #N/A - - 1 #N/A - 2 #N/A - 3 #N/A - 4 #N/A - 5 #N/A - 6 #N/A - 7 #N/A - 8 #N/A - 9 #N/A - 10 #N/A - Xxxxx Fargo Bank, National Association [Date] Ladies and Gentlemen: Reference is made to any deductionthe Credit Agreement, defensedated as of June 21, set-off 2017 (as amended, restated, supplemented or counterclaimotherwise modified from time to time, the “Credit Agreement”), among WISE ALLOYS LLC, a Delaware limited liability company, CONSTELLIUM ROLLED PRODUCTS RAVENSWOOD, LLC, a Delaware limited liability company, WISE METALS GROUP LLC, a Delaware limited liability company, CONSTELLIUM US HOLDINGS I, LLC, a Delaware limited liability company, CONSTELLIUM HOLDCO II B.V., a private limited liability company incorporated under Dutch law, having its corporate seat in Amsterdam, The Netherlands and having its registered office address at 1119 NW Schiphol Rijk, Tuxxxxxxxxx 00, Xxx Xxxxxxxxxxx, registered with the register of the chamber of commerce in Amsterdam, The Netherlands under number 34393946, the LENDERS party thereto from time to time, and further subject to normal allowancesXXXXX FARGO BANK, deductions NATIONAL ASSOCIATION, as administrative agent and customary discounts consistent collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with past practices of the Companysame meanings. Except This notice constitutes a Borrowing Request and the Borrower (as set forth on Schedule 2.24(a)defined below) hereby requests Borrowings under the Credit Agreement, to and in that connection the Knowledge of Borrower specifies the Company and Seller, there are no disputes between the Company and any account debtor following information with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.Borrowings requested hereby:

Accounts Receivable. All At or as soon as practicable after the Closing, ------------------- VSDD will provide Acquisition with a statement of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") Receivable outstanding as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and the "Closing Receivables"), including a statement of the 90-day Receivables. Acquisition agrees that for a period of ninety (90) days after the Closing Date (the "Collection Period"), it will use its good faith, best efforts, consistent with 4MC's general practices, to collect the Closing Receivables. All payments received from clients having a Closing Receivable shall be applied to such books and records accurately reflect client's oldest Closing Receivable unless otherwise designated in all material respects all Accounts Receivable which have arisen writing by such customer based upon a bona fide dispute over prior receivables. Acquisition will on a monthly basis deliver to VSDD a statement setting forth in reasonable detail the Closing Receivables collected during such period). To the extent any such collection constitutes a 90-day Receivable, (i) have arisen or will arise solely in bona fide transactions by Acquisition shall remit such sum to VSDD together with such statement. At the Company in the ordinary course end of the operation Collection Period, Acquisition shall turn over to VSDD the uncollected 90-day Receivables and thereafter have no obligations with respect thereto. VSDD may not make any effort to collect any Closing Receivables, whether or not 90-day Receivables; provided, however, that VSDD may seek to collect any 90-day Receivables turned over to VSDD at or after the end of the business, (ii) represent or Collection Period; and provided further that any 90-day Receivables from clients who are no longer clients of VSDD at Closing may be excluded by VSDD by denoting such exclusion upon the statement of Closing Receivables and such excluded Accounts Receivable may be pursued for collection by VSDD and Acquisition will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) no obligation with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablethereto.

Accounts Receivable. All The Accounts Receivable shown in the balance sheet contained in Precision Financial Statements as of December 31, 2003 (the trade accounts receivable and any other similar right to receive payments arising out of sales made "BASE BALANCE SHEET") arose in the ordinary course of business consistent with respect to past practice and have been collected or are collectible in the Company's business (the "Accounts Receivable") as book amounts thereof, less an amount not in excess of the Balance Sheet Date are reflected on allowance for doubtful accounts provided for in the Base Balance Sheet. The Accounts Receivable of SDK and Precision and their respective Subsidiaries arising after the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Base Balance Sheet Date and prior to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen arose or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and business consistent with past practice and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with the past practices of SDK and/or Precision and their respective Subsidiaries. To the knowledge of the CompanyShareholders, SDK and Precision, the Accounts Receivable are not subject to any material claim of offset, recoupment, setoff or counter-claim and they have no knowledge of any specific facts or circumstances (whether asserted or unasserted) and (B) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Base Balance Sheet or, with respect to Accounts Receivable arising after December 31, 2003 and prior to the Balance Sheet Closing Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and as determined in the ordinary course of business consistent with the Company's past practices of SDK, Precision and their respective Subsidiaries. No material amount of Accounts Receivable are contingent upon the performance by SDK and/or Precision or any of their respective Subsidiaries of any obligation or Contract other than normal warranty repair and replacement and other than products' progress bills in the ordinary course of business consistent with past practice, (iii) are . No Person has any Encumbrance on any of such Accounts Receivable and no agreement for deduction or will be on the Closing Date enforceable in accordance discount has been made with their terms, and (iv) are not or will not be subject respect to any deduction, defense, set-off or counterclaim, of such receivables other than discounts provided in the ordinary course of business and further subject to normal allowances, deductions and customary discounts consistent with past practices practices. Section 3.9 of the CompanyPrecision Disclosure Schedule sets forth an aging of Accounts Receivable of SDK and/or Precision and their respective Subsidiaries in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns and the amounts of Accounts Receivable which are subject to asserted warranty claims. Section 3.9 of the Precision Disclosure Schedule sets forth such amounts of Accounts Receivable which are subject to asserted warranty claims known to the Shareholders by customers and information regarding asserted warranty claims known to the Shareholders made within the last year, including the type and amounts of such claims. Except as set forth on Schedule 2.24(a), to the Knowledge Section 3.9 of the Company and SellerPrecision Disclosure Schedule, there are no disputes between the Company and any account debtor with respect to neither SDK nor Precision has any Accounts Receivable and neither from any person, firm or corporation which is affiliated with SDK and/or Precision or from any director, officer or employee or Affiliate of SDK and/or Precision, the Company nor Seller is aware Shareholders or any Subsidiary of any such account debtor's status SDK or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivablePrecision.

Accounts Receivable. All of The Accounts Receivable reflected on the trade accounts receivable Reference Balance 4.15 Sheet and any other similar right to receive payments the Accounts Receivable arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of after the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which (a) have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide healthcare or other transactions entered into by a Seller involving the Company sale of goods or the rendering of services in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and business consistent with past practice practice; (b) constitute only valid claims of a Seller that are not subject to claims of set-off or other defenses or counterclaims other than normal discounts accrued in the Company) ordinary course of business consistent with past practice; and (Bc) subject to a reserve for bad debts shown on the Reference Balance Sheet or, with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and accounting records of the Business, entitle Seller to collect in accordance with GAAP and full for the sale of goods or the rendering of services in the ordinary course of business. All Accounts Receivable, including payments or reimbursement from Government Programs and Private Programs, are deposited into the Company's business consistent with Transferred Seller Bank Accounts. Experimental Procedures. During the past practicefive (5) years, (iii) are Sellers and the Facilities have 4.16 not performed or will be on permitted the Closing Date enforceable performance of any experimental or research procedure or study involving patients in the Facilities that were not authorized and/or conducted in accordance with their terms, the policies and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices procedures of the CompanyFacilities that comply with applicable Law, including applicable U.S. Food and Drug Administration regulations. Except as set forth on Schedule 2.24(a)Certificates of Need. No application for any Certificate of Need, exemption certificate 4.17 or declaratory ruling (collectively, the “Applications”) has been made by any Seller with any Governmental Authority that is currently pending or open before such Governmental Authority or has been approved but relates to projects not yet completed. No Application filed by any Seller within the past three (3) years has been ultimately denied by any Governmental Authority or withdrawn by such Seller. Each Seller has properly filed all required Applications necessary to the Knowledge of the Company Business, which PUBLIC COPY Applications are complete and Seller, there are no disputes between the Company and any account debtor correct in all material respects with respect to any Accounts Receivable and neither the Company nor Seller all improvements, projects, changes in services, zoning requirements, construction and equipment purchases, and other changes for which Approval is aware of required under any such account debtor's status applicable federal or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective termsstate Law. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.Intellectual Property. 4.18

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records rights of the Company and which have arisen from the period from the Balance Sheet Date its Subsidiaries to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)------------------- payment for goods sold, (i) have arisen leased or will arise solely in bona fide transactions by the Company otherwise marketed in the ordinary course of the operation business and all rights of the business, (ii) represent or will represent upon their creation, valid obligations due Company and owing its Subsidiaries to the Company, except payment for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and services rendered in the ordinary course of the Company's business consistent and all sums of money or other proceeds due or to become due thereon pursuant to transactions with past practicePersons, (iii) are or will be recorded on the Closing Date enforceable books of account in accordance with their termsgenerally accepted accounting principles, excluding, however, from the foregoing definition of Accounts Receivable, all intercompany accounts receivable and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices deducting from the -------- ---------- foregoing definition of Accounts Receivable the Company. Except as set forth aggregate amount of all ------------------- allowances therefor on Schedule 2.24(a), to the Knowledge books of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable Subsidiaries in accordance with their respective termsgenerally accepted accounting principles. Since October 28Capital Assets. Fixed assets, 2001 tangible (such as land, building, fixtures, -------------- machinery and equipment) and intangible (such as goodwill and marketing rights), provided that Capital Assets shall not include intangible assets included in -------- Capitalized Computer Software Costs; and provided further that Capital Assets ---------------- shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with generally accepted accounting principles. Capital Expenditures. Amounts paid or indebtedness incurred by the Company has -------------------- or any of its Subsidiaries in connection with the purchase or lease by the Company or such Subsidiary of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with generally accepted accounting principles; provided, however, that amounts paid -------- ------- or indebtedness incurred by the Company or any of its Subsidiaries in connection with the purchase or lease by the Company or such Subsidiary of Capital Assets pursuant to contracts or agreements with the United States government or any agency thereof shall not cancelled, compromised, settled, released, waived, written-off be included in the foregoing definition of Capital ------- Expenditures for so long as such amounts paid or expensed any Accounts Receivable indebtedness incurred is ------------ promptly reimbursed by the United States government or accelerated the collection of any Account Receivableapplicable agency thereof to the Company or such Subsidiary.

Accounts Receivable. All accounts receivable of Nexstar that relate to WMBD-TV and that are reflected on Nexstar Financial Statements (as defined in these Schedules) or on the accounting records of WYZZ as of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business date hereof (collectively, the "Accounts Receivable") represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Except as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheetstated in Schedule 13P to this Exhibit, and the Accounts Receivable are current and collectable, net of 6 <PAGE> the reserves shown on the Nexstar Financial Statements (which reserves are reflected adequate and calculated consistent with past practice) or on the accounting records of Nexstar. There is no contest, claim, or right of setoff, other than returns in the ordinary course of business, under any contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Nexstar's financial records include a complete and accurate list of all Accounts Receivable. 14P. Financial Statements. Nexstar has delivered to WYZZ (and same are attached hereto as Schedule 14P to this Exhibit) the audited (or, if not available, unaudited) balance sheet, statement of operations and accumulated deficits, and statement of cash flows for WMBD-TV for the two (2) fiscal years immediately preceding the date of this Agreement as well as the unaudited balance sheet, income statement and statement of cash flows for the interim period beginning at the close of Nexstar's most recent fiscal year and ending on September 30, 2001 (collectively, the "Nexstar Financial Statements"). The Nexstar Financial Statements are sufficient to determine the BCF of WMBD-TV, which Nexstar Financial Statements, Nexstar acknowledges have been used to form the basis of the provisions of Section 2 hereof. The Nexstar Financial Statements submitted in connection with this Agreement (including, in all cases, the notes thereto, if any) (i) is accurate and complete in all material respects; (ii) is consistent in all material respects with the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date WYZZ; (and such books and records accurately reflect iii) fairly presents in all material respects all Accounts Receivable which have arisen during such period), the financial condition and results of the operations of WMBD-TV consistently applied; and (iiv) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established prepared in accordance with GAAP (except, to the extent not audited, for the absence of footnotes and consistent with past practice certain year-end adjustments). None of the Company) Nexstar Financial Statements understates in any material respect the normal and customary costs and expenses in conducting the business or operations of WMBD-TV as currently conducted by Nexstar or otherwise materially inaccurately reflects the operations of WMBD-TV. 15P. Contracts. Schedule 15P to this Exhibit lists all written Contracts and true and complete descriptions of all oral contracts (B) with respect including any amendments or other modifications to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course such Contracts). All of the Company's business consistent with past practiceContracts are in full force and effect, (iii) and are or will be on the Closing Date valid, binding, and enforceable in accordance with their termsterms except as to the enforceability of such contracts may be effected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies. Nexstar is not and, to the knowledge of Nexstar, no other party to such contracts is in default, violation, or breach in any material respect under any contract, and no event has occurred and is continuing that constitutes (ivwith notice or passage of time or both) are not a default, violation, or will not be subject breach in any material breach thereunder. To the knowledge of Nexstar, no party to any deductionContract has any intention to (a) terminate such Contract or amend the terms thereof; (b) refuse to renew any contract upon expiration of its term; or (c) renew the Contract upon expiration only on terms and conditions that are more onerous to those now existing. For purposes of this Agreement, defense"Contracts" means all contracts, setconsulting agreements, leases, non-off governmental 7 <PAGE> licenses and other agreements (including leases for personal or counterclaimreal property and employment agreements), written or oral (including any amendments and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(aother modifications thereto), to which Nexstar is a party or that are binding upon Nexstar and that relate to or effect the Knowledge assets, properties, business, or operations of the Company and Seller, there Nexstar Station that are no disputes between in effect as of the Company and any account debtor with respect Effective Date. 8 <PAGE> EXHIBIT G [List of Transferred Employees] Schedule 7L is hereby incorporated herein by reference except to any Accounts Receivable and neither the Company nor Seller is aware extent included on such Schedule are the names of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective termsthose Employees listed on Exhibit E. 9 <PAGE> EXHIBIT H [Initial Operating Budget] See attached. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.10 <PAGE> EXHIBIT I [Terminated Employees Positions] See Attached 11 </TEXT> </DOCUMENT>

Accounts Receivable. All accounts receivable included within the Purchased Assets of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), Asset Selling Entities (i) have arisen or will arise solely in bona fide transactions by the Company arose in the ordinary course of the operation of the businessbusiness and were determined in accordance with GAAP, (ii) represent bona fide claims against debtors for sales, leases, licenses and other charges, and (iii) are not subject to any discount, contingency, claim of off-set or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established recoupment or counterclaim in accordance with GAAP and consistent with past practice in excess of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and $25,000 in the ordinary course aggregate, net of the Company's business consistent with past practice, (iii) are any applicable reserves or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except allowances as set forth on Schedule 2.24(a)SCHEDULE 3.31 (including, for purposes hereof, all subschedules annexed hereto which include references to "3.31" in the captions thereof) annexed hereto. The Asset Selling Entities own or owned all right, title and interest in and to such accounts receivable, subject to the Knowledge Liens described on SCHEDULE 3.11 annexed hereto all of which Liens shall be released at or prior to Closing. The amount carried for allowances, including, without limitation, markdowns, price protection, bad debt allowance and reserves, are sufficient to provide for any losses which may be sustained on realization of the Company accounts receivable included within the Purchased Assets of the Asset Selling Entities. The aged accounts receivable report of CellStar and Sellerits Subsidiaries, there and in respect of the Business, delivered by CellStar to Buyer as of September 30, 2006 and attached as SCHEDULE 3.31 (which shall be updated as of a date within ten (10) days prior to the Closing Date) is true, complete and accurate in all material respects. All accounts receivable shown in the Business Financial Statements, or arising after the date of the Business Financial Statements, which are no disputes between or were the Company subject of the Sellers' factoring arrangements relating to its Miami operations ("FACTORING ARRANGEMENTS") arose through the sale of goods which conformed in all respects to the requirements of such Factoring Arrangements and any account debtor with respect do not, and will not, give rise to any Accounts Receivable claim for recourse, refund, recoupment or other adjustment and neither the Company nor Seller is aware have properly been accounted for as a sale of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable receivables in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableGAAP.

Accounts Receivable. All Infologix will (a) inform Bank immediately of the trade rejection of goods, claims made or delay in delivery or performance in regard to any account or contract right upon which Borrowers have based availability for Line Advances or if any account receivable previously scheduled, listed or referred to in any certificate, statement or report by any Borrower and upon which Borrowers are basing availability for Line Advances ceases to be an Eligible Receivable; (b) adjust the borrowing base calculation under the Line to reduce the availability for Line Advances by the amount of any account with respect to which any Borrower is required to give Bank notice pursuant to the foregoing subsection (a) and repay any Out-Of-Formula Advance resulting therefrom; (c) make no change in any account upon which Borrowers have based availability for Line Advances, unless such change is contemporaneously reflected in the borrowing base calculation; (d) furnish to Bank all information received by Infologix affecting the financial standing of any account debtor whose account or contract right has been specifically assigned to Bank; (e) pay Bank the amount loaned against any account or contract right if the goods are returned by purchaser or the contract is canceled or terminated or adjust the borrowing base calculation to reduce the availability for Line Advances by the amount of such account and repay any Out-Of-Formula Advance resulting therefrom; (f) immediately notify Bank if any of its accounts receivable arise out of contracts with the United States or any department, agency or instrumentality thereof, and execute any other similar right instruments and take any steps required by Bank in order that all monies due and to receive payments become due under such contract shall be assigned to Bank and notice thereof given to the Government under the Federal Assignment of Claims Act; and (g) deliver to Bank, with appropriate endorsement or assignment, any instrument or chattel paper representing an account or contract right. Any permission granted to Infologix by Bank to omit any of the requirements of this Section 7.26 may be revoked by Bank at any time. Each Borrower will, if requested by Bank (a) give Bank assignments, in form acceptable to Bank, of specific accounts or groups of accounts and monies due and to become due under specific contracts and specific general intangibles; (b) furnish to Bank a copy, with such duplicate copies as Bank may request, of the invoice applicable to each account specifically assigned to Bank or arising out of sales made a contract right, bearing a statement that such account has been assigned to Bank and such additional statements as Bank may require; (c) xxxx its records evidencing its accounts in the ordinary course with respect a manner satisfactory to the Company's business Bank so as to show which accounts have been assigned to Bank; (the "Accounts Receivable"d) as furnish to Bank satisfactory evidence of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable shipment and receipt of the Company reflected on the Balance Sheet, any goods specified by Bank and the Accounts Receivable performance of any services or obligations covered by accounts or contracts in which are reflected in Bank has a security interest; (e) pay Bank the books and records unpaid portion of the Company and any account or contract right upon which Borrowers have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), based availability for Line Advances if (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the businesssuch account is not paid promptly after its maturity, (ii) represent an account debtor does not accept the goods or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practiceservices, (iii) are any petition under the Bankruptcy Code or will be on the Closing Date enforceable in accordance with their termsany similar federal or state statute is filed by or against a purchaser, and or (iv) are not or will not be subject to Bank shall at any deductiontime reject the account as unsatisfactory; and until such payment is made by any Borrower, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of Bank may retain any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed contract right as security and may charge any Accounts Receivable or accelerated the collection deposit account of any Account ReceivableBorrower for any such amounts; (f) join with Bank in executing a financing statement, notice, affidavit, security agreement, assignment or similar instrument, in form satisfactory to Bank, and such continuation statements and other instruments as Bank may from time to time request and pay the cost of filing the same in any public office deemed advisable by Bank to perfect the liens and security interests granted therein; (g) give Bank such financial statements, reports, certificates, lists of purchasers (showing names, addresses, and amounts owing) and other data concerning its accounts, contracts, collections, inventory, general intangibles and other matters as Bank may from time to time request; (h) segregate cash proceeds of Collateral so that they may be identified readily, and deliver the same to the Bank at such time or times and in such manner and form as the Bank may direct; (i) furnish such witnesses as may be necessary to establish legal proof of the Collateral or records relating to the Collateral; and (j) obtain from any owner, encumbrancer, processor, or other person having an interest in the property where any Collateral is located, written consent to Bank’s removal of the Collateral therefrom, without liability on the part of the Bank to such owner, encumbrancer, processor or other person, or from any such owner, encumbrancer, processor or other person such waivers of any interest in the Collateral as the Bank may require.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course (a) For each Account with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date which Advances are reflected requested, on the Balance Sheet. The date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts Receivable of the Company reflected on the Balance Sheetare and shall be true and correct and all such invoices, instruments and other documents, and the Accounts Receivable which all of Borrower's Books are reflected genuine and in the books all respects what they purport to be. All sales and records of the Company and which have arisen from the period from the Balance Sheet Date other transactions underlying or giving rise to and including the Closing Date (and such books and records accurately reflect each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts Receivable which have arisen during in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such period)documents, (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due instruments and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) agreements are or will be on the Closing Date legally enforceable in accordance with their terms, .” (k) Section 6.2(a) and (ivb) (Financial Statements, Reports, Certificates). Section 6.2(a) and (b) are not amended in their entirety and replaced with the following: “ (a) Monthly or will not be subject to any deductionQuarterly Financial Statements. (i) If there are Advances outstanding under the Revolving Line, defenseas soon as available, set-off but no later than thirty (30) days after the last day of each month or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, (ii) if there are no disputes between Advances outstanding under the Company Revolving Line, as soon as available but no later than forty-five (45) days after the end of each fiscal quarter, a company prepared consolidated balance sheet and any account debtor income statement covering Ultimate Parent and each of its consolidated Subsidiary’s operations for such month or fiscal quarter, as applicable, certified by a Responsible Officer and in a form reasonably acceptable to Bank (the “Monthly Financial Statements”); (b) Monthly or Quarterly Compliance Certificate. Together with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status Monthly Financial Statements (or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28quarterly, 2001 the Company has not cancelledas applicable), compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.a duly completed Compliance

Accounts Receivable. All Accounts Receivable, unbilled invoices, costs in excess of xxxxxxxx, work in process, retainage and other amounts (“Receivables”) reflected on the Most Recent Balance Sheet and in the records and books of account of the trade accounts receivable and any other similar right to receive payments arising out of sales made in Companies since the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Most Recent Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including through the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which as being due to the Companies have arisen during in the Ordinary Course of Business, represent Enforceable (except as such periodenforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding of law or equity), (i) have arisen obligations to the Companies arising from sales actually made or will arise solely in bona fide transactions services actually performed by the Company Companies in the ordinary course Ordinary Course of the operation Business and, subject only to consistently recorded reserves for bad debts established as of the business, (ii) represent or will represent upon their creation, valid obligations due and owing a date prior to the Company, except for (A) the reserves for doubtful accounts reflected Closing Date in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business a manner consistent with past practice, (iii) are have been, or will be on be, current and collected or are, or will be, collectible in the Closing Date enforceable aggregate recorded amounts thereof materially in accordance with their termsterms and, and (iv) to the Sellers’ knowledge, are not or and will not be subject to any deductioncontests, defenseclaims, set-off counterclaims or counterclaimsetoffs. There has been no material adverse change since the Most Recent Balance Sheet Date in the amount or collectability of the Receivables due to the Companies or the related provisions or reserves from that reflected in the Most Recent Balance Sheet. Schedule 2.10 contains a complete and correct list of all Receivables as of the Most Recent Balance Sheet Date, which list sets forth: (a) the aging of each Receivable; and further subject (b) with respect to normal allowancesReceivables for services, deductions the type of Contractual Obligation underlying the Receivable (such as fixed price or time and customary discounts consistent with past expense or a combination or variation thereof). Schedule 2.10 sets forth the standard billing practices of the CompanyCompanies with respect to goods and services provided by the Companies, including the billing periods and the types of Contractual Obligations. Except as set forth on Schedule 2.24(a)2.10, (i) no account debtor or note debtor is delinquent for payments in excess of Twenty-Five Thousand Dollars (US$25,000) or for more than ninety (90) days; (ii) no account debtor or note debtor has refused or, to the Knowledge of the Company and SellerSellers’ knowledge, there are no disputes between the Company and any account debtor with respect threatened to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability refuse to pay its Accounts Receivable in accordance with their respective terms. Since October 28obligations to the Companies for any reason, 2001 the Company or has not cancelled, compromised, settled, released, waived, writtenotherwise made a claim to set-off or expensed any Accounts Receivable similar claim; (iii) to the Sellers’ knowledge, no account debtor or accelerated note debtor is insolvent or bankrupt; and (iv) all accrued fees are billable and collectible by the collection of any Account ReceivableCompanies.

Accounts Receivable. (a) All of the trade accounts receivable and any other similar right work in process to receive payments arising out of sales made be included in the ordinary course with respect to the Company's business Effective Time Net Assets (the "Accounts ReceivableIncluded Receivables") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or arose and/or will arise solely in from bona fide transactions by the Company in the ordinary course of business. All trade accounts receivable are by their terms generally due within thirty (30) days after being invoiced by the operation Company. All Included Receivables are expected to be collected in full within one hundred eighty (180) days after Closing. SmartPros shall use reasonable efforts to effect the collection of the businessIncluded Re- ceivables, (ii) represent including regular periodic billing and follow-up collection by SmartPros' collection staff consistent with SmartPros' customary practices. Reasonable collection efforts shall not include referral to a collection agency or will represent upon their creation, valid obligations due and owing institution of legal proceedings. Where the Company shall have an account receivable outstanding from a client both with respect to services rendered prior to the CompanyEffective Time and with respect to services rendered after the Effective Time, except for (A) any collections received from such client after the reserves for doubtful accounts reflected Effective Time shall be applied as designated by such client in the payment or in any memorandum or other writing accompanying the payment, and in the absence of such designation to the oldest then outstanding account receivable from such client. SmartPros shall provide Loscalzo, not less frequently than monthly, with updated collection rxxxxxx xn respect of the Included Receivables, so that Loscalzo may monitor collections and, in her reasonable discretixx, xxxtiate follow-up contacts and otherwise participate in collection efforts with respect to clients who have past due outstanding balances. (b) If the amount of Included Receivables determined for purposes of the adjustment required by Section 2.03(e) (the "Final Receivables Balance") exceeds the actual amount collected by SmartPros or the Company with respect to the Included Receivables within one hundred eighty (180) days after the Closing Date (such excess referred to as the "Uncollected Receivables"), Loscalzo shall pay to SmartPros, by wire transfer of immediately xxxxxxble funds, an amount equal to the Uncollected Receivables. If the actual amount collected by SmartPros or the Company with respect to the Included Receivables within one hundred eighty (180) days after the Closing Date exceeds the Final Receivables Balance Sheet (which reserves have been established such excess referred to as the "Excess Collections"), SmartPros shall pay to Loscalzo, by wire transfer of immediately available funds, an amoxxx xxxxl to the Excess Collections. Any amount payable under this Section 4.06(b) will be paid within ten (10) days after such determination. Excess Collections shall not include interest, penalties or any late charges applied to the Included Receivables after July 1, 2008. (c) In the event that SmartPros or the Company shall receive additional collections with respect to Included Receivables after the payment of Uncollected Receivables or Excess Collections in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(aSection 4.06(b), SmartPros shall pay such additional collections to the Knowledge Loscalzo, by wire transfer of the Company and Sellerimmediately available funds, there withix xxxxxxn (15) days after such amounts are collected. At Loscalzo's request made at any time on or after February 1, 2010, XxxxxXxos shall assign to Loscalzo, for no disputes between the Company and additional consideration, any account debtor remaining outstanxxxx xxcollected Included Receivables, together with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableall relevant documents reasonably necessary for effecting collection.

Accounts Receivable. All accounts receivable of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date Company that are reflected on the Balance Sheet. The Accounts Receivable balance sheet of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records Financial Statements as of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all collectively, the “Accounts Receivable which have arisen during such period), (iReceivable”) have arisen represent or will arise solely in bona fide transactions by the Company represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Unless paid prior to the operation Closing, the Accounts Receivable are or will be as of the business, (ii) represent or will represent upon their creation, valid obligations due Closing current and owing to collectible net of the Company, except for (A) the reserves allowance for doubtful accounts reflected in debts (“Allowances”) shown on the Balance Sheet balance sheet as of the Closing (which reserves have been established in accordance with GAAP Allowances are adequate and calculated consistent with past practice and, in the case of the Company) and (B) with respect to Allowances as of the Closing, will not represent a Material Adverse Change in the composition of such Accounts Receivable arising in terms of aging). Subject to the Allowances, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within 120 days (or with the consent of the Buyer (such consent not to be unreasonably withheld or delayed) such longer time as may be requested by Seller from time to time) after the Balance Sheet Dateday on which it first becomes due and payable. There is no contest, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and claim, or right of set-off, other than returns in the ordinary course of business, under any contract with any obligor of an Accounts Receivable relating to the Company's business consistent with past practiceamount or validity of such Accounts Receivable. Buyer hereby represents and warrants that if Closing takes place before the expiration of such 120 days (or such longer time as may be allowed under this Section) in respect of any Accounts Receivable, Buyer (iiii) are or will be on the Closing Date enforceable in accordance with their terms, shall use its best efforts to collect such Accounts Receivable; and (ivii) are with the prior consent of Buyer (such consent not to be unreasonably withheld or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(adelayed), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable may also assist Buyer in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account such Accounts Receivable.

Accounts Receivable. All of the trade accounts receivable accrued by the Companies and any SJCAL (other similar right to receive payments arising out of sales made in than the ordinary course with respect to Vacation Club receivables) shall be computed and certified by the Company's business (Parties. Such apportionment between the "Accounts Receivable") Parties shall be computed as of the Balance Sheet Date are reflected 11:59 pm (Antigua time) on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (such date and such books and records accurately reflect time for apportionment is hereinafter referred to as “the Apportionment Date”) as stated herein. All accounts receivable prior to the Apportionment Date shall be belong to the Vendor. Such accounts receivable include those more particularly described in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course Schedule 6.2 hereto. The accounts receivable of the Companies accrued after the Apportionment Date shall belong to the Companies and SJCAL respectively, and not the Vendor. For the avoidance of doubt, any tour operator and travel agent xxxxxxxx in connection with the Resort operation shall be prorated as of the business, (ii) represent or will represent upon their creation, valid obligations due Apportionment Date. Any such tour operator and owing travel agent xxxxxxxx that are “consumed” yet not collected shall be collected by and belong to the CompanyVendor. Any such tour operator and travel agent xxxxxxxx that are not yet “consumed” and not yet collected shall be collected by and belong to the Purchaser (unless the Purchaser agrees by a separate written agreement that the Vendor or their Affiliates will collect such xxxxxxxx and forward payment to the Purchaser). Any such tour operator and travel agent xxxxxxxx that are not yet “consumed,” but collected, except for (A) shall be credited to the reserves for doubtful accounts reflected in account of the Balance Sheet (which reserves have been established Purchaser in accordance with GAAP clause 6.5(vi). The Vendor and consistent with past practice of the Company) Purchaser agree and (B) with respect to Accounts Receivable arising after acknowledge that the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books aforementioned tour operator and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not travel agent xxxxxxxx may be subject to any deductioncertain deductions for marketing expenses, defense, set-off or counterclaimcommissions, and further subject similar costs and expenses including without limitation sales commissions due to normal allowancesThe Xxxxxxxxxxx Group, deductions and customary discounts consistent with past practices Inc. d/b/a Elite Island Resorts, a company existing under the Laws of the CompanyFlorida, United States. Except as set forth on Schedule 2.24(a)For disclosure purposes, to the Knowledge of the Company and SellerElite Island Resorts receives a seven percent (7%) sales commission where Elite is responsible for collecting payments, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller or a five percent (5%) sales commission where Elite is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableresponsible for collecting payments.

Accounts Receivable. All accounts receivable included within the Purchased Assets of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), Asset Selling Entities (i) have arisen or will arise solely in bona fide transactions by the Company arose in the ordinary course of the operation of the businessbusiness and were determined in accordance with GAAP, (ii) represent bona fide claims against debtors for sales, leases, licenses and other charges, and (iii) are not subject to any discount, contingency, claim of off-set or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established recoupment or counterclaim in accordance with GAAP and consistent with past practice in excess of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and $25,000 in the ordinary course aggregate, net of the Company's business consistent with past practice, (iii) are any applicable reserves or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except allowances as set forth on Schedule 2.24(a)3.31 (including, for purposes hereof, all subschedules annexed hereto which include references to “3.31” in the captions thereof) annexed hereto. The Asset Selling Entities own or owned all right, title and interest in and to such accounts receivable, subject to the Knowledge Liens described on Schedule 3.11 annexed hereto all of which Liens shall be released at or prior to Closing. The amount carried for allowances, including, without limitation, markdowns, price protection, bad debt allowance and reserves, are sufficient to provide for any losses which may be sustained on realization of the Company accounts receivable included within the Purchased Assets of the Asset Selling Entities. The aged accounts receivable report of CellStar and Sellerits Subsidiaries, there and in respect of the Business, delivered by CellStar to Buyer as of September 30, 2006 and attached as Schedule 3.31 (which shall be updated as of a date within ten (10) days prior to the Closing Date) is true, complete and accurate in all material respects. All accounts receivable shown in the Business Financial Statements, or arising after the date of the Business Financial Statements, which are no disputes between or were the Company subject of the Sellers’ factoring arrangements relating to its Miami operations (“Factoring Arrangements”) arose through the sale of goods which conformed in all respects to the requirements of such Factoring Arrangements and any account debtor with respect do not, and will not, give rise to any Accounts Receivable claim for recourse, refund, recoupment or other adjustment and neither the Company nor Seller is aware have properly been accounted for as a sale of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable receivables in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableGAAP.

Accounts Receivable. All (a) If and to the extent that the proceeds of the trade accounts receivable and any included in the Acquired Assets or other similar right funds pertaining to receive payments or arising out of sales made the Acquired Assets which are received by the Sellers or their Affiliates at any time, such proceeds shall be received and held by such person in trust for the ordinary course with respect Purchaser and shall be paid over to the CompanyPurchaser promptly. Accordingly, the Sellers irrevocably authorize and direct the Purchaser to retain any such proceeds (including any such proceeds received in either Seller's business collection accounts, lockboxes, blocked or restricted accounts or similar accounts used by the Sellers to collect accounts receivable). (b) As soon as reasonably practicable after the "Accounts Receivable") as of date hereof, the Balance Sheet Date are reflected Purchaser shall notify in writing each debtor whose account receivable is set forth on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date spreadsheet attached to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), Schedule 1.01 that (i) have arisen or will arise solely in bona fide transactions by such debtor's account receivable has been sold to the Company in the ordinary course of the operation of the business, Purchaser and (ii) represent such debtor shall make payment of all amounts due or will represent upon their creation, valid obligations payable or to become due and owing directly to the CompanyPurchaser or its designee or designated account. (c) It is the intention of the parties hereto that the conveyance of the Businesses hereunder shall constitute a sale, except for (A) which sale is absolute and irrevocable and provides Purchaser with the reserves for doubtful accounts reflected full benefits of ownership of the Businesses. Upon the request of Purchaser, each Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Purchaser's ownership interest in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as receivable set forth on Schedule 2.24(a)1.01 originated by such Seller and included in the Businesses. (d) If, notwithstanding the intention of the parties expressed in clause (a) above, the conveyance of any of the Businesses hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that the sale of the accounts receivable set forth on Schedule 1.01 by each Seller hereunder shall constitute a true sale thereof, such Seller hereby grants to Purchaser a duly perfected security interest in all of such Seller's right, title and interest in, to and under the Knowledge Businesses which are now existing or hereafter arising, and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Company Businesses purchased from such Seller together with all other obligations of such Sellers hereunder, which security interest shall be prior to all other Liens thereto. Purchaser and Sellerits assigns shall have, there are no disputes between in addition to the Company rights and any account debtor with respect remedies which they may have under this Agreement, all other rights and remedies provided to any Accounts Receivable a secured creditor under the UCC and neither the Company nor Seller is aware of any such account debtor's status or condition other applicable law, which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablerights and remedies shall be cumulative.

Accounts Receivable. All (a) Within ten (10) business days prior to the Transfer Date, Tenant shall provide Assignee with a detailed listing of the trade Tenant's accounts receivable which are anticipated to be outstanding on the Transfer Date. (b) From and after the Transfer Date, Assignee shall assume responsibility for the billing for and collection of payments on account of services rendered or goods sold by it on and after the Transfer Date and Tenant shall retain all right, title and interest in and to and all responsibility for the collection of its accounts receivable for services rendered or goods sold prior to the Transfer Date. (c) Payments received by Assignee from and after the Transfer Date from private pay residents and third party payors shall be handled as follows: (i) If such payments either specifically indicate on the check or on an accompanying remittance advice, or if Tenant and Assignee agree, that they relate to the period prior to the Transfer Date, they shall be forwarded to Tenant by Assignee, along with the applicable remittance advice (if separate from the form of payment), within five (5) business days after receipt thereof. (ii) If such payments indicate on the check or on an accompanying remittance advice, or if Tenant and Assignee agree, that they relate to the period on or after the Transfer Date they shall be retained by Assignee. (iii) If such payments indicate on the check or on the accompanying remittance advice, or if Tenant and Assignee agree, that they relate to periods for which both parties are entitled to payment/reimbursement under the terms hereof, the portion thereof which relates to the period on and after the date on which the Transfer Date shall be retained by Assignee and the balance shall be remitted to Tenant within five (5) business days after receipt thereof. (iv) If such payments do not indicate on the check or on the accompanying remittance advice and if Tenant and Assignee cannot otherwise agree as to the period to which they relate, then any other similar such payments received by Assignee will first be applied by Assignee to reduce the resident's post-Transfer Date balances, with any excess remitted by Assignee to Tenant to reduce the resident's pre- Transfer Date balances. (d) Tenant shall have the right during normal business hours and on reasonable notice to receive payments arising out of sales made in the ordinary course Assignee to inspect Assignee's books and records with respect to the Company's business (accounts receivable received by it after the "Accounts Receivable") Transfer Date from residents with balances due as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, Transfer Date. (e) Nothing herein shall be deemed to limit in any way Tenant's or Assignee's rights and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date remedies to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations recover accounts receivable due and owing Tenant or Assignee under the terms of this Agreement. (f) In the event the parties mutually determine that any payment hereunder was misapplied by the parties, the party which erroneously received said payment shall remit the same to the Company, except for other within ten (A10) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising business days after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller said determination is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablemade.

Accounts Receivable. All accounts receivable of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date Business that are reflected on the December 31, 2004 Balance Sheet. The Accounts Receivable Sheet including all accounts receivable on Section 3.12 of the Company reflected on the Balance Sheet, Disclosure Schedule with respect to accounts receivable of Nippon Selas and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen XX Xxxxx (a) represented valid obligations arising from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen sales actually made or will arise solely in bona fide transactions by the Company services actually performed in the ordinary course of the operation of the businessbusiness and are subject to no valid offsets or counterclaims, and (iib) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established so determined in accordance with GAAP and consistent with past practice GAAP. Except as disclosed on Section 3.12 of the Company) and (B) Disclosure Schedule, all accounts receivable of Seller, with respect to Accounts Receivable arising after the Business, Nippon Selas or XX Xxxxx that will be reflected on the Closing Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records as finally determined in accordance with GAAP and Section 2.2.3: (a) will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of the Company's business consistent with past practiceand will be subject to no valid offsets or counterclaims, (iiib) are or will be so determined in accordance with GAAP, and (c) to the knowledge of Seller, except to the extent that a reserve against the possible uncollectibility of such accounts receivable is established and reflected in the Closing Balance Sheet as finally determined in accordance with Section 2.2.3, all of such accounts receivable will be fully collectible within 90 days of the date they become due and payable (or the date set forth on Section 3.12 of the Disclosure Schedule with respect to the particular accounts receivable of Nippon Selas specified thereon) in accordance with Seller's ordinary practice and without resort to legal proceedings at the aggregate recorded amount thereof as shown on the Closing Date enforceable Balance Sheet as finally determined in accordance with their terms, and Section 2.2.3 (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices on Section 3.12 of the CompanyDisclosure Schedule with respect to particular accounts receivable of Nippon Selas), except for the reserves, if any, allocable thereto shown on such Closing Balance Sheet. Except as set forth disclosed on Schedule 2.24(a)Section 3.12 of the Disclosure Schedule, no claim has been made in writing, or to Seller's knowledge is threatened, against Seller, Nippon Selas or XX Xxxxx objecting to the Knowledge validity, scope or right of the Company and Seller, there are no disputes between the Company and payment of any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablereceivable.

Accounts Receivable. All The insurance under this policy is extended to include: i. all sums due to the Insured from customers, provided you are unable to effect collection thereof as the direct result of loss of or damage to records of accounts receivable; ii. interest charges on any loan required to offset amounts you are unable to collect as the direct result of such loss or damage pending our payment of these amounts; iii. collection expense in excess of normal collection cost and made necessary because of such loss or damage; iv. other expenses when reasonably incurred by the Insured in re-establishing records of accounts receivable following such loss or damage. 1. loss or damage caused by bookkeeping, accounting or billing errors or omissions; 2. loss or damage caused by alteration, falsification, manipulation, concealment, destruction or disposal of records of accounts receivable committed to conceal the wrongful giving, taking, obtaining or withholding of Money, Securities or other property but only to the extent of such wrongful giving, taking, obtaining or withholding; 3. loss where the only proof as to factual existence of such loss is dependent upon an audit of records or an inventory computation; but you may use such procedures in support of a claim for loss that you can prove using other evidence is due solely to a risk of loss to records of accounts receivable not otherwise excluded hereunder. Basis of Settlement: 1. determine the amount of all outstanding accounts receivable at the end of the trade same fiscal month in the year immediately preceding the year in which the loss occurs; 2. calculate the percentage of increase or decrease in the average monthly total of accounts receivable and any other similar right for the twelve months immediately preceding the month in which the loss occurs, or such part thereof for which you have furnished monthly statements to receive payments arising out us, as compared with such average for the same months of sales made in the ordinary course with respect to preceding year; 3. the Company's business (amount determined under 1.above, increased or decreased by the "Accounts Receivable") percentage calculated under 2. above, will be the agreed total amount of accounts receivable as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable last day of the Company reflected on fiscal month in which said loss occurs; 4. the Balance Sheet, and amount determined under 3. above will be increased or decreased in conformity with the Accounts Receivable which are reflected normal fluctuations in the books and records amount of accounts receivable during the fiscal month involved, due consideration being given to the experience of the Company and which have arisen from business since the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course last day of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except last fiscal month for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have statement has been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivablerendered.

Accounts Receivable. All Schedule 1.2D when delivered will set forth an accurate, correct and complete aging of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are all Seller Receivables reflected on the August 31 Balance Sheet and the September 30 Balance Sheet. The Accounts Receivable of the Company All outstanding Seller Receivables reflected on the Balance Sheetfinancial statements delivered to Buyer are, and the Accounts Receivable which are reflected in the books and records net of the Company financial statement reserves applicable thereto, due and which have arisen from the period from the Balance Sheet Date valid claims against account debtors for goods or services delivered or rendered, collectible in full within thirty (30) days of delivery and subject to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)no defenses, (i) have arisen offsets or will arise solely in bona fide transactions by the Company counterclaims. All Seller Receivables arose in the ordinary course of the operation of the business. Except as set forth upon Schedule 1.2D, (ii) represent no Seller Receivables are subject to prior assignment, claim, lien or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and security interest. Except in the ordinary course of business, Seller has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. Seller has no liability for any refunds, allowances or returns in respect of products manufactured, published, processed, distributed, shipped or sold by or for the Company's business account of Seller on or prior to the Effective Date, except to the extent of the reserves therefor to be reflected on the July 31 Balance Sheet, the August 31 Balance Sheet, the September 30 Balance Sheet and the Closing and Final Statements. Where Seller Receivables arose out of secured transactions, all financing statements and other instruments required to be filed or recorded to perfect the title or security interest of Seller have been properly filed and recorded. The reserves regarding such receivables set forth on the March 31 Balance Sheet and to be set forth on the July 31 Balance Sheet, the August 31 Balance Sheet, the September 30 Balance Sheet and the Closing and Final Statements have been and will be computed in accordance with generally accepted accounting principles calculated consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable."

Accounts Receivable. All of the trade (1) Sellers are not selling, and shall retain all right, title and interest in and to all unpaid accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable Facilities which are reflected in the books and records of the Company and which have arisen from relate to the period prior to the Closing Date, including, but not limited to, any accounts receivable arising from rate adjustments which relate to the Balance Sheet period prior to the Closing Date to and including even if such adjustments occur after the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period“Sellers’ A/R”), . Buyers (i) have arisen shall not interfere with any of Sellers’ rights with respect to the Sellers’ A/R, including but not limited to, the right to collect the same and to enforce any and all of Sellers’ rights with respect to Sellers’ A/R; provided Sellers shall not initiate any litigation for collections against parties who continue to be residents of the Facilities after Closing without Buyers’ written consent, which consent may be granted or withheld in Buyers’ sole and absolute discretion, and (ii) agree that if they receive any proceeds with respect to the Sellers’ A/R, Buyers will arise solely hold such proceeds in bona fide transactions by the Company trust for Sellers and shall promptly turn over those proceeds to Sellers without demand, in the ordinary course form received. If Sellers receive any amounts with respect to accounts receivable for services provided after the Closing of the Facilities, such amounts shall promptly, without demand (and in no event more than five (5) business days after receipt by Sellers) be forwarded to Buyers. (2) Not less than two (2) business days prior to the Closing Date, Sellers shall provide Buyers with a schedule setting forth by patient their outstanding accounts receivable with respect to the Facilities as of the Closing Date. (3) In furtherance and not in limitation of the requirements set forth in Section 2.4, payments received by Buyers from and after the Closing Date from third party payors, including but not limited to Medicare, Medicaid, managed care and health insurance, shall be handled as follows: (a) If such payments specifically indicate on the accompanying remittance advice, or the parties otherwise agree, that they relate to the period prior to the Closing Date, the payments shall be forwarded to Sellers by Buyers, along with the applicable remittance advice, promptly, but in no event more than five (5) business days, after receipt thereof; (b) If such payments indicate on the accompanying remittance advice, or the parties otherwise agree, that they relate to the period on or after the Closing Date, they shall be retained by Buyers; and (c) If the period(s) for which such payments are made is not indicated on the accompanying remittance advice, and the parties are unable to agree as to the periods for which such payments relate, the parties shall assume that each payment received within sixty (60) days after the Closing Date relates to the oldest outstanding unpaid receivables for reimbursement and, based on such assumption, the portion thereof which relates to the period on and after the Closing Date shall be retained by Buyer and the balance shall be remitted to Sellers promptly, but in no event more than five (5) business days, after receipt thereof. After said sixty (60) day period, such payments which fail to designate the period to which they relate shall be first applied to post-Closing balances with any excess applied to reduce pre-Closing balances. (4) Any payments received by Buyers within thirty (30) days after the Closing Date from or on behalf of private pay patients with outstanding balances as of the Closing Date which fail to designate the period to which they relate, will first be applied by Buyer to reduce the patients’ pre-Closing Date balances, with any excess applied to reduce any balances due for services rendered by Buyer after the Closing Date. (5) In the event the parties mutually determine that they misapplied any payment hereunder, the party that erroneously received the payment shall remit it to the other party promptly, but in no event more than five (5) business days, after the determination of misapplication is made. (6) For the first anniversary of the Closing Date or until Sellers receive payment of all accounts receivable attributed to the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing Facilities prior to the CompanyClosing Date, except for (A) whichever is sooner, by the reserves for doubtful accounts reflected in 20th day of each month, Buyers shall provide Sellers with a report setting forth all amounts received by Buyers during the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) preceding month with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and Sellers’ A/R which are set forth in the ordinary course schedule provided by Sellers pursuant to Section 2.4, together with all supporting documentation. Sellers shall have the right to inspect all cash receipts of Buyers during weekday business hours in order to confirm Buyers’ compliance with the Company's business consistent with past practice, (iii) are or will be obligations imposed on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableit under this Section.

Accounts Receivable. (a) TVA may periodically appraise USEC's creditworthiness and the credit support requirements described herein. USEC shall satisfy TVA's credit standards based on USEC's independent bond/credit ratings and supplying the credit support that may be found necessary to meet the credit rating specified by TVA in section (b) below under the column entitled Credit Rating Threshold. TVA may re-evaluate USEC's creditworthiness whenever it becomes aware of an adverse change in the USEC's credit standing. As long as USEC continues to meet TVA's standard for unsecured credit, no action will be taken. When an adverse change in USEC's credit standing causes USEC to no longer qualify for unsecured credit from TVA, TVA has the right to require credit support as specified herein. If USEC neither tenders the required security or deposit nor requests TVA to procure credit support on its behalf within five (5) calendar days of TVA's request, TVA may begin taking actions to reduce its exposure. (b) USEC shall enter into such security arrangement as specified in section (c) below, at the request of TVA, when USEC's credit appraisal does not meet the following threshold requirements using the lower of Standard & Poor's or Moody's corporate rating ("Credit Rating Threshold"): EXECUTION COPY Proprietary Information RATING: RATING: STANDARD & POOR'S/MOODY'S STANDARD & POOR'S/MOODY'S CREDIT RATING THRESHOLD AAA $50,000,000 AA+/Aa1 to AA-/Aa3 $40,000,000 A+/A1 to A-/A3 $25,000,000 BBB+/Baa1 to BBB-/Baa3 $15,000,000 BB+/Ba1 to BB-/Ba3 $5,000,000 B+/B1 to B3 $500,000 All other ratings $0 (c) USEC shall satisfy TVA's credit standards specified above by entering into any of the trade accounts receivable and any other similar right forms of credit support below, reflecting the dollar amount determined to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, be at risk and the Accounts Receivable period of time during which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), it remains at risk: (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, A cash collateral account; or (ii) represent A standby irrevocable letter of credit issued by a bank or will represent upon their creation, valid obligations due and owing other financial institution acceptable to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, TVA; or (iii) are At USEC's expense, a surety bond or will be a credit insurance policy or product procured by TVA, or at USEC's option, USEC, from an insurance company or other financial institution with at least an "A" bond rating from AM Best, or an "A" bond rating from Standard and Poor's, or a "B+" AM Best rating combined with being included on the Closing Date enforceable in accordance U.S. Treasury List, with their terms, and a copy provided by the insurance company to the beneficiary; or (iv) are not Security interest in collateral found to be satisfactory to TVA; or (v) A financial guarantee, acceptable to TVA, by another party or will not be subject to any deduction, defense, set-off entity with a satisfactory credit rating as described above; or (vi) Other mutually acceptable means of providing or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Companyestablishing adequate security. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivable.EXECUTION COPY Proprietary Information

Accounts Receivable. All Buyer shall use commercially reasonable efforts (not including litigation or referral to a collection agency) to collect all Accounts Receivable in full consistent with Seller’s past practices as expressly set forth on Section 5.14 of the trade accounts receivable and Disclosure Schedule. Buyer shall not make any other similar right to receive payments arising out claim alleging a breach of sales made in Section 3.27 regarding the ordinary course with respect to the Company's business (the "Accounts Receivable") as collectability of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable until the amount of uncollected Accounts Receivable (as described in Section 3.27) exceeds the Company reflected on the Balance Sheet, and sum of the Accounts Receivable which are reserve reflected in the books and records of Conclusive Net Working Capital Statement or the Company and which have arisen from Post-Closing Working Capital Statement if the period from Conclusive Net Working Capital Statement has not been finalized. The oldest uncollected Accounts Receivables shall count against the Balance Sheet Date to and including reserve until it is exhausted. After the Closing Date (and such books and records accurately reflect in all material respects all reserve is exhausted, uncollected Accounts Receivable which have arisen during such period)may be recovered through a claim under the R&W Policy or a claim under the Escrow Agreement. Further, the funds held pursuant to the Escrow Agreement for purposes of this Section 5.14 may be distributed to Buyer for uncollected Accounts Receivable (ias described in Section 3.27) have arisen or will arise solely in bona fide transactions by up to the Company retention amount. No funds other than the $340,000 in the ordinary course of Escrow Account for such purpose shall be applied against the operation of retention amount or disbursed in connection with any uncollected Accounts Receivable. Any remaining uncollected Accounts Receivable then counted against the business, (ii) represent or will represent upon their creation, valid obligations due and owing retention amount under the R&W Policy shall be assigned to Seller at no cost. Notwithstanding anything contained herein to the Companycontrary, except unless consistent with Seller’s past practices or unless applied against the reserve for (A) the reserves for doubtful accounts Accounts Receivable reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Conclusive Net Working Capital Statement, Buyer will not “xxxx-down,” settle, or negotiate any Accounts Receivable arising after (in connection with making a claim alleging a breach of Section 3.27 regarding the Balance Sheet Datecollectability of Accounts Receivable) without the prior consent of AETI, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or which consent will not be subject to any deductionunreasonably withheld, defense, set-off conditioned or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivabledelayed.

Accounts Receivable. All (a) If requested by Administrative Agent, each Borrower shall notify Administrative Agent immediately of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen disputes and claims by any Account Debtor of such Borrower or any Designated Subsidiary of such Borrower and, if reasonably requested by Administrative Agent after the occurrence and during such period)the continuance of an Event of Default, (i) have arisen settle or will arise solely in bona fide transactions adjust them, or cause them to be settled or adjusted, at no expense to Agents or Lenders. If Administrative Agent directs after the occurrence and during the continuance of an Event of Default, no discount or credit allowance shall be granted thereafter by the Company either Borrower or any Designated Subsidiary to any Account Debtor, other than discounts and trade allowances offered in the ordinary course of a Borrower's or a Designated Subsidiary's business. All Account Debtor payments and all net amounts received by any Agent in settlement, adjustment or liquidation of any Account Receivable may be applied by such Agent to the operation Liabilities or credited to the applicable Demand Deposit Account (subject to collection), as more fully described in Section 2.11. If requested by Administrative Agent, each Borrower will, and will cause each Designated Subsidiary to, make proper entries in its books and records, disclosing the assignment of Accounts Receivable to Administrative Agent, for the benefit of Agents and Lenders. (b) Each Borrower warrants and covenants that: (i) all of its Accounts Receivable are and will continue to be bona fide existing obligations created by the sale of goods, the rendering of services, or the furnishing of other good and sufficient consideration to Account Debtors in the regular course of business, ; (ii) represent all shipping or delivery receipts and other documents furnished or to be furnished to Administrative Agent in connection therewith are and will represent upon their creation, valid obligations due be genuine; and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices none of the Company. Except Accounts Receivable identified or included on any schedule, Borrowing Base Certificate or report as Eligible Account Receivable fail at the time so identified or included to satisfy any of the requirements for eligibility set forth on Schedule 2.24(a)in the definition of Eligible Account Receivable. (c) Administrative Agent and, at the direction of Administrative Agent, each applicable Funding Agent, is hereby authorized and empowered (which authorization and power, being coupled with an interest, is irrevocable until the last to the Knowledge occur of termination of this Agreement and payment and performance in full of all of the Company Payment Liabilities under this Agreement) at any time in its sole and Sellerabsolute discretion: (i) To request, there are no disputes between in the Company and name of such Agent, in a Borrower's or a Designated Subsidiary's name or the name of a third party, confirmation from any account debtor Account Debtor or party obligated under or with respect to any Collateral of the amount shown by the Accounts Receivable or other Collateral to be payable, or any other matter stated therein; (ii) To endorse in a Borrower's or a Designated Subsidiary's name and to collect any chattel paper, checks, notes, drafts, instruments or other items of payment tendered to or received by such Agent in payment of any Account Receivable or other obligation owing to such Borrower or such Designated Subsidiary; (iii) After the occurrence and during the continuance of an Event of Default, to notify, either in such Agent's name or a Borrower's or a Designated Subsidiary's name, and/or to require such Borrower or such Designated Subsidiary to notify, any Account Debtor or other Person obligated under or in respect of any Collateral, of the fact of Administrative Agent's Lien thereon, for the benefit of Agents and Lenders, and of the collateral assignment thereof to Administrative Agent, for the benefit of Agents and Lenders; (iv) After the occurrence and during the continuance of an Event of Default, to direct, either in a Borrower's or a Designated Subsidiary's name or such Agent's name, and/or to require such Borrower or such Designated Subsidiary to direct, any Account Debtor or other Person obligated under or in respect of any Collateral to make payment directly to such Agent of any amounts due or to become due thereunder or with respect thereto; and (v) After the occurrence and during the continuance of an Event of Default, to demand, collect, surrender, release or exchange all or any part of any Collateral or any amounts due thereunder or with respect thereto, or compromise or extend or renew for any period (whether or not longer than the initial period) any and all sums which are now or may hereafter become due or owing upon or with respect to any of the Collateral, or enforce, by suit or otherwise, payment or performance of any of the Collateral either in such Agent's own name or in the name of a Borrower or a Designated Subsidiary. Under no circumstances shall any Agent be under any duty to act in regard to any of the foregoing matters. The costs relating to any of the foregoing matters, including Attorneys' Fees and out-of-pocket expenses, and the cost of any Depository Account, Assignee Deposit Account, or other bank account or accounts which may be required hereunder, shall be borne solely by the applicable Borrower whether the same are incurred by any Agent or such Borrower, and Administrative Agent may after three (3) Banking Days' prior to notice to such Borrower direct the applicable Funding Agent to advance same to such Borrower as a Revolving Loan. (d) PAAC will notify its Account Debtors to make all payments in respect of such Borrower's Accounts Receivable directly to one or more lockbox accounts evidenced by agreements in form and substance satisfactory to Administrative Agent. At the request of Administrative Agent, PCI Canada will also notify its Account Debtors to make all payments in respect of PCI Canada's Accounts Receivable directly to one or more lockbox accounts evidenced by agreements in form and substance satisfactory to Administrative Agent. All deposits to such lockbox accounts, and all of the checks, drafts, cash and other remittances received by each Borrower in payment or as proceeds of, or on account of, any of the Accounts Receivable or other Collateral, shall be deposited in special bank accounts (the "Depository Accounts") of such Borrower at such banks or financial institutions as Administrative Agent shall consent. Said proceeds shall be deposited in precisely the form received except for such Borrower's endorsement where necessary to permit collection of items, which endorsement such Borrower agrees to make. Pending such deposit, each Borrower agrees not to commingle any such checks, drafts, cash and other remittances received by it with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for Administrative Agent, for the benefit of Agents and Lenders, until deposit thereof is made in the applicable Depository Accounts. All funds in the Depository Accounts of a Borrower at the end of each Banking Day will be wire transferred or otherwise transferred as directed by such Borrower; provided, that at Administrative Agent's option at any time after the outstanding principal balance of the Loans to either Borrower exceeds the U.S. Dollar Equivalent of $5,000,000 (whether or not the outstanding principal balance of such Loans subsequently falls below such amount), all such funds in the Depository Accounts of such Borrower at the end of each Banking Day will be wire transferred or transferred by other means acceptable to Administrative Agent to a special bank account (collectively, the "Assignee Deposit Accounts") relating to such Borrower and (i) in the case of PAAC, located at BOA, and (ii) in the case of PCI Canada, located at BAC, in each case over which Administrative Agent and the applicable Funding Agent alone has power of withdrawal. Each Borrower acknowledges that the maintenance of the Assignee Deposit Accounts will be solely for the convenience of Agents in facilitating their own operations, and such Borrower does not and shall not have any right, title or interest in any Assignee Deposit Account or in the amounts at any time appearing to the credit thereof, except to the extent that such amounts are transferred to such Borrower's Demand Deposit Account or operating account in accordance with Section 2.11(b)(i). Each Borrower agrees not to maintain any depository accounts other than accounts provided for under the Contingent Payment Agreement, Depository Accounts, the Demand Deposit Account and the Assignee Deposit Accounts established pursuant to this Section 3.2(d). Upon the full and final liquidation of all Payment Liabilities, each Agent will pay over to Borrowers any excess amounts received by such Agent as payment or proceeds of Collateral, whether received by such Agent as a deposit in an Assignee Deposit Account, contained in a lockbox account or any Depository Account or received by such Agent as a direct payment on any of the sums due hereunder. Each Borrower will cause each of its Designated Subsidiaries to establish accounts comparable to those set forth above for the collection of the proceeds of their Accounts Receivable, and such Borrower shall cause each such Designated Subsidiary to take all other actions to implement the collection mechanism set forth in this Section 3.2(d). (e) Each Borrower appoints Administrative Agent, or any Person whom Administrative Agent may from time to time designate (including without limitation the applicable Funding Agent), as such Borrower's attorney and agent-in-fact with power: (i) after the occurrence and during the continuance of an Event of Default to notify the post office authorities to change the address for delivery of such Borrower's mail to an address designated by Administrative Agent or such other Person; (ii) to receive, open and dispose of all mail addressed to such Borrower, but received by Administrative Agent or such other Person; (iii) to send requests for verification of Accounts Receivable or other Collateral to Account Debtors; (iv) to open an Assignee Deposit Account, Depository Accounts, lockbox accounts or other accounts under Administrative Agent's or such other Person's sole control for the collection of Accounts Receivable or other Collateral, if not required contemporaneously with the execution hereof; and (v) to do all other things which any Agent is permitted to do under this Agreement or any Related Agreement or which are reasonably necessary to carry out this Agreement and the Related Agreements. Neither any Agent nor any of its directors, officers, employees or agents will be liable for any acts of commission or omission nor for any error in judgment or mistake of fact or law, unless the same shall have resulted from gross negligence or willful misconduct. The foregoing appointment and power, being coupled with an interest, is irrevocable until all Payment Liabilities under this Agreement are paid and performed in full and this Agreement is terminated. Each Borrower expressly waives presentment, demand, notice of dishonor and protest of all instruments and any other notice to which it might otherwise be entitled. (f) If any Account Receivable or Contract Right, in either case in excess of the U.S. Dollar Equivalent of $2,000,000, and designated by a Borrower as an Eligible Account Receivable, arises out of a contract with the United States or any state or local governmental entity, or any department, agency, or instrumentality of any thereof or Her Majesty in right of Canada or any provincial or local governmental entity, or any ministry, department, agency or instrumentality of any thereof, or if such Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Contract Rights so designated as Eligible Accounts Receivable are in accordance an aggregate amount in excess of the U.S. Dollar Equivalent of $10,000,000, the applicable Borrower will, or will cause the applicable Designated Subsidiary to, immediately notify Administrative Agent in writing and execute any instruments and take any steps reasonably required by Administrative Agent in order that all monies due and to become due under such contract shall be assigned to Administrative Agent or its agent, for the benefit of Agents and Lenders, and notice thereof given to the applicable government under the Federal Assignment of Claims Act of 1940, as amended, the Financial Administration Act, as amended or other applicable laws or regulations, and any other applicable requirements thereof shall be satisfied. The failure of a Borrower or a Designated Subsidiary to comply with their respective terms. Since October 28this clause (f) shall not by itself constitute an Event of Default; rather, 2001 such failure will cause the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts applicable Account Receivable or accelerated the collection of Contract Right to be deemed not to be an Eligible Account under this Agreement. (g) If any Account ReceivableReceivable or Contract Right is evidenced by chattel paper or promissory notes, trade acceptances, or other instruments for the payment of money, the applicable Borrower will or will cause its Designated Subsidiary to, unless Administrative Agent shall otherwise agree, deliver the originals of same to Administrative Agent or its agent, appropriately endorsed to Administrative Agent's (or such agent's) order and, regardless of the form of such endorsement, such Borrower hereby expressly waives presentment, demand, notice of dishonor, protest and notice of protest and all other notices with respect thereto.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with With respect to the Company's business (the "Accounts Receivable", the Borrower represents and warrants that, unless otherwise indicated in writing by the Borrower: (a) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are evidenced by only one, if any, executed original instrument, agreement, contract, or document; (ib) have arisen or will arise solely in all Accounts Receivable represent undisputed bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established completed in accordance with GAAP the terms and consistent with past practice provisions contained in any documents or agreements related thereto; (c) the face amount shown on any schedule of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are heretofore or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), hereafter provided to the Knowledge of Bank and all invoices and statements delivered to the Company and Seller, there are no disputes between the Company and any account debtor Bank with respect to any Accounts Receivable are or will be actually and neither absolutely owing to the Company nor Seller is aware Borrower and are not contingent for any reason; (d) to the best of any such account debtorthe Borrower's status knowledge, there are no set-offs, counterclaims, or condition which could impair its ability disputes existing or asserted with respect to pay its the Accounts Receivable in accordance with their respective terms. Since October 28Receivable, 2001 and the Company Borrower has not cancelledmade any agreement with any account debtor for any deduction therefrom, compromisedexcept for discounts and allowances allowed by the Borrower in the ordinary course of its business for prompt payment, settledall of which discounts or allowances are reflected in the calculation of the face amount of the invoices to which such discounts or allowances relate; (e) to the best of the Borrower's knowledge, releasedthere are no facts, waivedevents, written-off or expensed conditions which in any way impair the validity or enforcement of the Accounts Receivable or accelerated tend to reduce the collection amount payable thereunder from the invoice face amount shown on any schedule of Accounts Receivable delivered to the Bank; (f) the Borrower has no knowledge of any Account fact or circumstance that would impair the validity or collectibility of the Accounts Receivable; and (g) the Accounts Receivable that the Borrower shall, expressly or by implication, request the Bank to treat as Eligible Accounts will, as of the time such request is made, conform in all requests to the conditions to be treated as Eligible Accounts.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company Receivables arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the operation book amounts thereof, less an amount not in excess of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves allowance for doubtful accounts provided for in the 2011 Balance Sheet. Allowances for doubtful accounts and warranty returns as reflected in the Balance Sheet (which reserves Financial Statements have been established prepared in accordance with GAAP consistently applied and consistent in accordance with Seller’s past practice practices (except to the extent that modification was necessary for GAAP purposes) and are sufficient to provide for any losses which may be sustained on realization of the Company) and (B) with respect to Accounts Receivable receivables. The Receivables arising after the 2011 Balance Sheet Date, and before the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and Closing Date arose or shall arise in the ordinary course of the Company's business business, consistent with past practicepractices, (iii) represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are or will be on collectible in the Closing Date enforceable book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with their terms, GAAP consistently applied and Seller’s past practices (ivexcept to the extent that modification was necessary for GAAP purposes) which are not or will not shall be sufficient to provide for any losses which may be sustained on realization of the receivables. None of the Receivables is subject to any deductionclaim of offset, defenserecoupment, setsetoff or counter-off or counterclaimclaim, and further subject to the knowledge of Seller and the Principal Shareholders, no facts or circumstances exist (whether asserted or unasserted) that could reasonably give rise to any such claim. No Receivables are contingent upon the performance by Seller of any obligation or contract other than normal allowances, deductions warranty repair and customary discounts consistent with past practices of the Companyreplacement. Except as set forth for Liens which will be discharged or released at or prior to Closing, no Person has any Lien on Schedule 2.24(a)any of such accounts receivable, to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor agreement for deduction or discount has been made with respect to any Accounts Receivable of such accounts receivable. Schedule 4.02(f) of the Disclosure Letter sets forth an accurate list of the Receivables, an aging of the Receivables in the aggregate and neither by customer, and indicates the Company nor Seller is aware amounts of allowances for doubtful accounts and warranty returns, in each case as of June 30, 2012. Schedule 4.02(f) of the Disclosure Letter sets forth such amounts of the Receivables which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. Such Receivables are collectible in the amounts shown on Schedule 4.02(f) of the Disclosure Letter, net of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableallowances for doubtful accounts reflected therein.

Accounts Receivable. All Buyer agrees to fully cooperate with and assist the Xxxxxxx Entities in their collection of the trade private pay and private portion of Medicaid receivables, which such portion of the receivables shall be processed, to the extent permitted by applicable law, first-in-first-out ("FIFO") for thirty (30) days following the Closing, and thereafter last-in-first-out ("LIFO"). It is further agreed that, in connection with the non-private pay portion of Medicare and Medicaid receivables, collections relating to patients and residents who continue to reside at the Facilities after the Effective Time shall be applied to the account and period specified by the paying agency until the account is liquidated. Buyer further agrees to make available to the Xxxxxxx Entities reasonably adequate space, equipment, and facilities at the Facilities to permit an employee of the Xxxxxxx Entities to review and process the accounts receivable after the Effective Time, and any other similar right to receive payments arising out of sales made in provide such employee with full access to the ordinary course collection records with respect to the Company's business patients and residents owing such accounts receivable. Any funds received by Buyer which are due and payable to the Xxxxxxx Entities under this Section 8.2.11 shall be deemed to be held in trust by Buyer for the Xxxxxxx Entities' benefit and shall be remitted to the Xxxxxxx Entities no less frequently than once a month beginning fifteen (15) days after the "Accounts Receivable") as Closing. Buyer shall assume responsibility for the billing for and collection of payments on account of services rendered by it at the Balance Sheet Date are reflected Facilities on and after the Balance SheetEffective Time. The Accounts Receivable of the Company reflected on the Balance Sheet, Xxxxxxx Entities shall retain all rights in and title to the Accounts Receivable which are reflected in prior to the books Effective Date and records shall retain full responsibility for the collection thereof. The Xxxxxxx Entities agree that they may not institute legal action against any current resident at one of the Company and which have arisen from Facilities in order to collect the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable without Buyer's prior written consent, which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will shall not be subject to any deductionunreasonably withheld; provided, defensehowever, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor that with respect to any Accounts Receivable current resident for which consent is reasonably withheld, all payments received on behalf of such resident shall thereafter be processed, to the extent permitted by applicable law, on a FIFO basis until the Xxxxxxx Entities are paid in full. All third party payor payments (Medicare, Medicaid, etc.) received by Buyer from and neither after the Company nor Seller Effective Time shall relate to the pre-Effective Time or post-Effective Time account of the resident for whom the payment is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable made in accordance with their respective termsthe dates of service indicated on the remittance, and Buyer shall remit to the applicable Xxxxxxx Entities within fifteen (15) business days of its receipt thereof any payment received by Buyer that applies to a pre-Effective Time account, together with a copy of the remittance advice. Since October 28In addition, 2001 Buyer shall remit to the Company has not cancelledXxxxxxx Entities within fifteen (15) business days of its receipt thereof any repayment or reimbursement received by Buyer arising out of cost reports filed for the cost reporting period ending prior to the Effective Time. The Xxxxxxx Entities agree that any payment, compromisedwhether received by the Xxxxxxx Entities from private pay patients or as repayment or reimbursement arising out of cost reports, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated that pertain to the collection period from and after the Effective Time shall be remitted by the Xxxxxxx Entities to Buyer within fifteen (15) business days of any Account Receivablethe Xxxxxxx Entities' receipt thereof to be applied and/or disbursed by Buyer in accordance with the terms of this Section.

Accounts Receivable. All SCHEDULE 3.15 is a true, correct and complete listing and aging of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with respect to the Company's business (the "Accounts Receivable") accounts receivable as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable last day of the Company reflected on last full calendar month preceding the Balance Sheetdate hereof, determined in accordance with generally accepted accounting principles consistently applied and determined in a manner consistent with the Accounts Receivable which are reflected presentation in the books and records Financial Statements. All of the Company and which such accounts receivable have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide arm's length transactions by the Company in the ordinary course of the operation business and are valid and binding obligations of the businessaccount debtors. Such accounts receivable are not subject to counterclaims or set-offs, (ii) represent or will represent upon their creation, valid obligations due and owing except to the Company, except for (A) the extent that reserves for doubtful accounts reflected in have been established by the Balance Sheet (Company and are set forth on SCHEDULE 3.15 and which reserves have been established adequately reflected on, and are consistent with presentation in, the Interim Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (30) days thereafter, the Beneficiaries will deliver to Buyer a true, correct and complete listing and aging of the Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP and generally accepted accounting principles consistent with past practice the presentation in the Interim Financial Statements (the "Closing Date Receivables"), to be appended as part of SCHEDULE 3.15 hereto. SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Closing Date, the Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Interim Financial Statements and SCHEDULE 3.15, in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be reflected on SCHEDULE 3.15 or on the Company's books and records Interim Financial Statements have been or shall be determined in accordance with GAAP generally accepted accounting principles consistently applied and are and shall be consistent with the presentation in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Company and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableFinancial Statements.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the ordinary course with With respect to the Company's business (the "Accounts Receivable", the Borrower represents and warrants that, unless otherwise indicated in writing by the Borrower: (a) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period)are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are evidenced by only one, if any, executed original instrument, agreement, contract, or document; (ib) have arisen or will arise solely in all Accounts Receivable represent undisputed bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established completed in accordance with GAAP the terms and consistent with past practice provisions contained in any documents or agreements related thereto; (c) the face amount shown on any schedule of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are heretofore or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Company. Except as set forth on Schedule 2.24(a), hereafter provided to the Knowledge of Bank and all invoices and statements delivered to the Company and Seller, there are no disputes between the Company and any account debtor Bank with respect to any Accounts Receivable are or will be actually and neither absolutely owing to the Company nor Seller is aware Borrower and are not contingent for any reason; (d) to the best of the Borrower's knowledge, there are no set-offs, counterclaims, or disputes existing or asserted with respect to the Accounts Receivable, and the Borrower has not made any agreement with any account debtor for any deduction therefrom, except for discounts and allowances allowed by the Borrower in the ordinary course of its business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face amount of the invoices to which such discounts or allowances relate; (e) to the best of the Borrower's knowledge, there are no facts, events, or conditions which in any way impair the validity or enforcement of the Accounts Receiv able or tend to reduce the amount payable thereunder from the invoice face amount shown on any schedule of Accounts Receivable delivered to the Bank; (f) the Borrower has no knowledge of any such account debtor's status fact or condition which could circumstance that would impair its ability to pay its the validity or collectibility of the Accounts Receivable; and (g) the Accounts Receivable that the Borrower shall, expressly or by implication, request the Bank to treat as Eligible Accounts will, as of the time such request is made, conform in accordance with their respective terms. Since October 28, 2001 all requests to the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account Receivableconditions to be treated as Eligible Accounts.

Accounts Receivable. All The Shareholders have delivered to ESI a schedule of the trade Companies' accounts receivable and any other similar right to receive payments arising out as of sales made in the ordinary course with respect to the Company's business September 30, 2001 (the "Accounts ReceivableRECEIVABLES") showing the amount of each such Receivable and an aging of amounts due thereunder, which schedule is true and complete as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be on the Closing Date enforceable in accordance with their terms, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices of the Companythat date. Except as set forth on Schedule 2.24(a)in SCHEDULE 2.25(A) to the Disclosure Letter, to the Knowledge of the Shareholders, the Substantial Debtors are not (A) as of the date hereof, involved in or subject to a bankruptcy or insolvency proceeding, or (B) during the period between the date hereof and the Closing Date, reasonably expected to become involved in or subject to a bankruptcy or insolvency proceeding, the results of which (in the case of clause (B)) would materially and adversely affect the Companies, and none of the Receivables from the Substantial Debtors have been made subject to an assignment for the benefit of creditors. For purposes of this Agreement, the term "Substantial Debtors" shall mean any debtor set forth on such accounts receivable schedule who, as of September 30, 2001, owed the Company more than $50,000. Except as set forth in SCHEDULE 2.25(A) to the Disclosure Letter, all Receivables which are reflected on the Interim Financial Statements or which will be reflected on the Final Closing Date Working Capital Statement (i) are valid, (ii) represent monies due for goods sold and Sellerdelivered or services rendered in the ordinary course of business and (iii) are not subject to any refunds or adjustments or any defenses, rights of set-off, assignment, restrictions, security interests or other Liens. Except as set forth in SCHEDULE 2.25(B) to the Disclosure Letter and the schedule referenced in the first sentence of this Section 2.25(a) and after giving effect to any reserve to be reflected on the Final Closing Date Working Capital Statement, all such Receivables are current, and there are no disputes between regarding the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware collectibility of any such account debtor's status or condition which could impair Receivables. None of the Companies has factored any of its ability to pay its Accounts Receivable in accordance with their respective terms. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable or accelerated the collection of any Account ReceivableReceivables.

Accounts Receivable. All Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable Accounts Receivable Availability before Sublimit(s) Inventory Balance Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 3) Eligible Inventory Inventory Availability before Sublimit(s) Cap EX Purchase Price Assigned to Xxxxx Fargo Capital Finance Cap Ex Line Advance Rate Cap EX Line of Credit Sub-Limit Letter of Credit Balance As of: Loan Ledger Balance As of: Additionally, the trade accounts receivable undersigned hereby certifies and any other similar right to receive payments arising out of sales made in the ordinary course with respect represents and warrants to the Company's business Lender Group on behalf of Borrower that (the "Accounts Receivable"i) as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Company reflected on the Balance Sheeteffective date of any advance, continuation or conversion requested above is true and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect correct in all material respects all Accounts Receivable which have arisen during such period(except to the extent any representation or warranty expressly related to an earlier date), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations due each of the covenants and owing agreements contained in any Loan Document have been performed (to the Company, except for (A) extent required to be performed on or before the reserves for doubtful accounts reflected in the Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of the Company) and (B) with respect to Accounts Receivable arising after the Balance Sheet Date, the reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practicedate hereof or each such effective date), (iii) are no Default or will be Event of Default has occurred and is continuing on the Closing Date enforceable in accordance with their termsdate hereof, nor will any thereof occur after giving effect to the request above, and (iv) are not or will not be subject to any deduction, defense, set-off or counterclaim, and further subject to normal allowances, deductions and customary discounts consistent with past practices all of the Company. Except foregoing is true and correct as of the effective date of the calculations set forth on Schedule 2.24(a), to the Knowledge of the Company above and Seller, there are no disputes between the Company and any account debtor with respect to any Accounts Receivable and neither the Company nor Seller is aware of any that such account debtor's status or condition which could impair its ability to pay its Accounts Receivable calculations have been made in accordance with their respective termsthe requirements of the Credit Agreement. Since October 28, 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Authorized Signer Page 2 - Accounts Receivable Availability Detail Page 2b - Accounts Receivable Concentrations Page 2c - Accounts Receivable Dilution Page 3 - Inventory Availability Detail To: Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Compliance Certificate dated ____________ __, 201_ Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of May 17, 2013 (as amended, restated, supplemented, or accelerated otherwise modified from time to time, the collection “Credit Agreement”) by and among Medical Action Industries Inc., as borrower (“Borrower”), the lenders party thereto as “Lenders” (each of any Account Receivable.such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby certifies as of the date hereof that: