Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.

Accounts Receivable. The (a) Following the Closing, MedSource and the Transferee shall use commercially reasonable efforts to collect all of the Company's accounts receivable reflected in set forth on the Closing Date Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practicetheir respective terms. All Any amounts received by the Company from the obligor of any such accounts receivable arose shall be credited as follows: (i) if such obligor has specified the receivable in respect of which payment is being made, against such receivable and (ii) if such obligor has not specified the receivable against which such payment is being made, against the oldest unpaid receivable due from valid sales made such obligor. (as opposed b) Promptly after the expiration of the 90-day period following the Closing Date, the Company may assign to consignmentsthe Transferors, and the Transferors shall purchase from the Transferee, any uncollected accounts receivable set forth on the Closing Date Balance Sheet that are uncollected after the expiration of such 90-day period. Promptly after the receipt by the Transferors of a written notice (an "Assignment Notice") or services rendered from the Transferee that sets forth each uncollected receivable to be assigned by the Company and the face value thereof, the Transferors shall pay the Transferee an amount equal to the face value of each uncollected receivable, less any reserves established on the Closing Date Balance Sheet, set forth in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since Assignment Notice. (c) After the date of Transferee has provided the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up Assignment Notice to the Closing will arise from valid transactions in Transferors, the ordinary course of businessTransferee shall promptly turn over to the Transferors any cash, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting checks or other property that it may receive from the obligor under any accounts receivable set forth in the Balance SheetAssignment Notice. The Company agrees that it will Transferors shall use due diligence and commercially reasonable efforts practices in seeking to collect the any accounts receivable existing as of set forth in the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameAssignment Notice.

Accounts Receivable. (a) The accounts receivable reflected in of the Company shown on the 1996 Financial Statement or as shall be shown on the Closing Balance Sheet constituted all (collectively the "Accounts Receivable") represent or will represent genuine accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose arising from valid sales actually made (as opposed to consignments) or services rendered actually performed in the ordinary course of business. Unless paid prior to the Effective Date, the Accounts Receivable are or will be as of the Effective Date fully collectable and are not subject to any return privilegescounterclaim or set- off (except to the extent that collectablity thereof may be subject to or affected by applicable bankruptcy, set-offs insolvency, fraudulent conveyance, reorganization, moratorium, or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since other laws relating to or affecting the date 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 Closing Balance Sheet or are collectible at their full respective amounts (Sheet, net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date aggregate reserves therefore and net of the Balance Sheet up to credits not reflected on the Closing will arise from valid transactions Balance Sheet, if any, for returns or adjustments thereafter arising in the ordinary course of business, business and will consistent with past practice. (b) Buyer shall cause Company to use all commercially reasonable efforts consistent with Company's past practices to collect the Accounts Receivable (which shall not be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practicedeemed to require instituting litigation or using a collection agency). The After the Effective Date, the Company shall be creating new accounts receivable with customers of Company ("allowance for doubtful accounts" shown on New Receivables"). Collections of receivables after the Balance Sheet Effective Date shall be credited first to the Accounts Receivable and then to the 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 sufficient to cover all doubtful accounts resulting apparent from the accounts receivable circumstances that the payment is being made against a particular invoice or invoices. (c) In the event Buyer asserts an indemnification claim with respect to a breach of Seller's representations and warranties as to Accounts Receivable and such claim is agreed to by Sellers or otherwise approved under the procedures set forth in this Agreement, then Buyer shall cause Company to assign such receivable to Sellers when and in such amounts actually paid to Buyer by Sellers or offset from the Balance SheetDeferred Purchase Price for any indemnification claim under the Documents. The Company agrees that it will In the event an indemnification claim is asserted with respect to the Accounts Receivable and such claim is not immediately paid by Sellers (whether because of the "indemnity basket" or otherwise), then Buyer shall continue to use due diligence and all commercially reasonable efforts to collect the accounts receivable existing subject Accounts Receivable and any amounts so collected shall be credited to the prior claim or otherwise accounted for as of circumstances then require and as the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameparties agree.

Accounts Receivable. The accounts receivable Accounts Receivable (i) have arisen (and will have arisen prior to the Closing Date) in bona fide transactions, (ii) are (and as of the Closing Date will be) valid claims against account debtors for goods or services delivered or rendered, subject to no defenses, offsets or counterclaims, except for the reserves related thereto reflected in on the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practiceGAAP (the “Reserves”), and (iii) subject to the Reserves, are collectible in the ordinary course and/or subject to agreements related thereto pertaining to extended, negotiated payment as set forth in Schedule 4.6. All Accounts Receivables arose (and will have arisen prior to the Closing Date) in the ordinary course of business and none of the obligors of such accounts receivable arose from valid sales made (receivables have refused or given notice that they refuse to pay the full amount thereof. Except as opposed set forth on Schedule 4.6, no receivables are subject to consignments) prior assignment, claim or other Lien. Seller does not have any Liability for any refunds, allowances, returns or discounts in respect of products or services rendered manufactured, processed, distributed, shipped, rendered, provided or sold by it or for its account, in each case except to the extent of the Reserves and except as otherwise incurred in the ordinary course of business, consistent with past practice, and are not subject reflected on the Closing Date Balance Sheet. Where receivables arose out of secured transactions, all financing statements and other instruments required to any return privileges, set-offs be filed or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable recorded to perfect the title or security interest of Seller have been properly filed and recorded. After the Closing Date, Seller will not have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied by Seller prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing Date and, to the knowledge of Seller, Purchaser will arise from valid transactions not have any obligation (whether in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown bankruptcy or insolvency proceedings or otherwise) to repay any receivables reflected on the Closing Date Balance Sheet is sufficient to cover all doubtful accounts resulting from which Purchaser collects after the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameDate.

Accounts Receivable. The accounts receivable reflected in Accounts Receivable Balance per Aging Report Assigned To ▇▇▇▇▇ 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 Sheet constituted all accounts receivable Assigned To ▇▇▇▇▇ 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 PSI Credit Balance As of: — Loan Ledger Balance As of: Cash in-transit Adjusted Loan Balance — Net Availability — Additionally, the undersigned hereby certifies and its Subsidiaries 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 advance, 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), other than accounts receivable fully written off as uncollectible 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 consistently applied prior practicethe requirements of the Credit Agreement. All such accounts receivable arose from valid sales made 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 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 opposed amended, restated, modified, supplemented, refinanced, renewed, or extended from time to consignments) or services rendered time, the “Credit Agreement”), entered into among the Borrowers, the lenders signatory thereto from time to time and ▇▇▇▇▇ 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 ordinary course of businessfollowing items, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established calculated in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, terms and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable definitions set forth in the Balance SheetCredit 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. The Company agrees 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 it will use due diligence and reasonable efforts to collect the accounts receivable existing (i) as of the Closingdate hereof, short 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 filing litigationthe effective date of any advance, 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. Payments received 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: ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 customer on accounts receivable where “Lender”), ▇▇▇▇▇ 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 customer had capacity, together with its successors and assigns in such capacity, “Agent”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a balance at Closing will first be applied against old undisputed balance(snational banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), ▇▇▇▇▇ 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”), ▇▇▇▇▇ 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”), ▇▇▇▇▇ 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”). In All initially capitalized terms used herein and not otherwise defined herein shall have the event meanings ascribed to them in the Company is Credit Agreement (including Schedule 1.1 thereto). Pursuant to be indemnified for uncollectible accounts receivable over and above Section 5.1 of the allowance for doubtful accounts existing immediately prior to ClosingCredit Agreement, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue undersigned officer of Parent hereby certifies as of the same.date hereof that:

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed With respect to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth -------------------- included in the Balance Sheet. The Company agrees that it will Transferred Assets and acquired by Buyer pursuant to this Agreement, (i) Buyer shall use due diligence reasonable and reasonable customary efforts to collect such accounts receivable; and (ii) as to each such account receivable that is not collected by the accounts date which is 120 days after the Closing Date, Buyer, during the five (5) business day period commencing after the expiration of such 120 day period (said period of five business days is sometimes referred to herein as the "AR Assignment Period"), shall have the right to require Seller to repurchase such receivable, on an invoice-by-invoice basis, for a price equal to the amount thereof included on the Closing Date Balance Sheet, less any payments, credits or other reductions in the amount thereof received or occurring after the Closing Date. The right of Buyer hereunder to require Seller to repurchase such an account receivable existing as shall be exercisable by written notice given by Buyer to Seller during (and shall terminate upon expiration of ) the AR Assignment Period with respect thereto, which notice shall include the written certification of the Closingchief financial officer, short controller or assistant controller of filing litigationBuyer that such receivable has not been collected, credited or reduced in whole or in part. Payments Not later than five (5) business days after Seller receives such an exercise notice and certification, Seller shall pay to Buyer the repurchase price for the applicable receivable, payable by check or wire transfer at Buyer's option, to such account as is designated by Buyer, provided Seller shall have received from Buyer such written assignment instruments and other documents as it may reasonably request for the purpose of conveying to Seller right and title to the receivable. Buyer also agrees to provide Seller with all information relating to the receivable, including, the payment and collection experience with the account debtor, as Seller shall reasonably request to assist it in collecting such receivable. The rights of Buyer and the obligations of Seller under this Section 5.10 shall not apply to any receivable or portion thereof as to which Buyer has granted the obligor thereon a customer on accounts receivable where release, waiver or other excuse from payment thereof including any such customer had release granted in connection with a balance at compromise or settlement of such account. All amounts received from account debtors from and after the Closing will first Date shall be applied first against old undisputed balance(s). In the event the Company is oldest invoice of such debtor unless such debtor, without direction or encouragement by Buyer, shall have directed otherwise and such debtor has made a claim or dispute against Seller with respect to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samean older invoice.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries (i) If, as of the date thereofclose of business on the two-hundred eightieth (280th) day following the Closing Date, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) the Company or services rendered in Purchaser shall not have collected the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date face amount of the Accounts Receivable set forth on the Final Closing Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance and any reserves for doubtful uncollectible receivables set forth on the Final Closing Balance Sheet), then Sellers jointly and severally agree that the Company or Purchaser may, within ten (10) days after the expiration of such 280-day period, assign good and marketable title to any unpaid Accounts Receivable to Sellers, free and clear of any Encumbrances, by way of assignment of receivables (cession de créances) in the form required by article 1691 et seq. of the French civil code, and receive payment in cash for the uncollected amount of such Accounts Receivable. Purchaser shall cause the Company to use commercially reasonable efforts after the Closing to collect all Accounts Receivable and which efforts shall be no less than the efforts generally utilized by Purchaser with respect to its own accounts established receivable, but neither the Company nor Purchaser shall be required to commence any legal action in connection with consistently applied prior practice)such collection efforts. Upon the assignment of any such unpaid Accounts Receivable to Sellers, (i) Sellers may take such commercially reasonable actions, at Sellers’ sole cost and expense, as Sellers deems advisable with respect to the collection thereof, (ii) all proceeds from such collection actions shall be the property of Sellers, and (iii) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Sellers or as Sellers’ Representative directs. All costs relating to the assignment of the receivables (including fees of the process servers) pursuant to this Section 13(b) shall be borne by Sellers and promptly reimbursed by Sellers to the Purchaser or as Purchaser directs. 44 (ii) Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Purchaser may, pursuant to applicable law, set-off any amount to which it may ultimately, finally determined, without recourse, to be owed under this Section 13(b) against amounts otherwise payable under Section 4. The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to cover all doubtful accounts resulting from the accounts receivable set forth be justified, will not constitute a breach of Section 4; provided, however, that in the Balance Sheetevent that any such set-off by Purchaser is ultimately determined not to be justified, Purchaser shall pay, in addition to such damages and restitution awarded by a court or arbitrator with jurisdiction over such matter, interest on any unpaid amount determined by such court or arbitrator to be due and payable hereunder as a rate equal to the prime rate published from time to time by the Wall Street Journal from and after the date of such set-off by Purchaser to the date of payment of such amount determined by such court or arbitrator to be due and payable hereunder. The Company agrees Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that it will use due diligence and reasonable efforts may be available to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s)it. In the event that any suit or action is instituted by Sellers in relation to the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closingexercise of a right of set-off by Purchaser hereunder, the uncollectible accounts will prevailing party in such dispute shall be assigned entitled to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue recover from the same.losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute. (c)

Accounts Receivable. The accounts receivable reflected With respect to 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 Balance Sheet constituted extent Borrower receives such payments directly, all accounts receivable remittances received by Borrower on account of PSI 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 ▇▇▇▇ of lading relating to Accounts Receivable, on drafts against customers, assignments and certificates of Accounts Receivable, and notices to customers Bank retains the right at all times after the occurrence of an Event of Default to notify Account Debtors that their respective Accounts Receivable have been assigned to Bank and to collect Accounts Receivable directly in its Subsidiaries as of own name and to charge the date thereofcollection costs and expenses, including reasonable attorneys' fees to, the Loan Account Bank has no duty to protect, insure, collect or realize upon the Accounts Receivable or other collateral or preserve rights in them other than accounts receivable fully written off as uncollectible as of such date to act in accordance with consistently applied prior practice. All such accounts receivable arose a commercially reasonable manner Borrower releases Bank from valid sales made (as opposed to consignments) any liability for any act or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up omission relating to the Closing will arise from valid transactions Obligations, the Accounts Receivable or other Collateral or this Agreement, except Bank's failure to act in the ordinary course of businessa commercially reasonable manner, and will be valid, binding and legally enforceable obligations at their full respective willful misconduct or gross negligence All amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient received by Bank in payment in Accounts Receivable assigned to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is are to be indemnified for uncollectible accounts receivable over and above credited to the allowance for doubtful accounts existing immediately prior to ClosingBorrower's Account upon receipt by Bank, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameconditioned upon collection by Bank of good funds in respect thereof.

Accounts Receivable. The accounts Each account receivable reflected in on the Balance Sheet constituted all accounts Financial Statements constitutes a bona fide receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose resulting from valid sales made (as opposed a bona fide sale to consignments) or services rendered a customer in the ordinary course of business, the amount of which was actually due on the date thereof. The books and are records of the Companies state correctly the facts with respect to each account receivable of the Companies and the balance due thereon. Each payment reflected on such books or records as having been made to each such account receivable was made by the respective account debtor and not directly or indirectly by any director, officer, employee or agent of the Companies unless such person is shown on said books and records as such account debtor and as set forth on Schedule 3.01(U) attached hereto. To the best of the Sellers' and the Shareholder's knowledge, each document and instrument evidencing, securing or relating to each account receivable, is correct and complete in all respects, is genuine and valid and is enforceable in accordance with its terms, and is not subject to any return privilegesdefense, set-offs claim of disability, counterclaim or counterclaimsoffset and there is no threatened, intended or proposed defense, claim of disability, counterclaim or offset with respect thereto. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since To the date best of the Balance Sheet Sellers' and the Shareholder's knowledge, each account receivable and each document and instrument and each transaction underlying or are collectible at their full respective amounts (net relating to it conforms in all material respects, including, without limitation, in respect of allowance for doubtful accounts established interest rates charged, notices given and disclosures made, to the requirements and provisions of each applicable law, rule, regulation or order relating to credit, consumer credit, credit practices, credit advertising, credit reporting, retail installment sales, credit cards, collections, usury, interest rates and truth-in-lending, including, without limitation, the Federal Truth in accordance with consistently applied prior practice). All accounts receivable created after Lending Act, as amended and Regulation Z issued by the date Board of Governors of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameFederal Reserve System thereunder.

Accounts Receivable. The accounts receivable reflected of the Company and its Subsidiaries as set forth on the Company Balance Sheet or arising since the date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within sixty (60) days after due date at the full recorded amount thereof less, in the case of accounts receivable appearing on the Company Balance Sheet, the recorded allowance for collection losses on the Company Balance Sheet constituted all or, in the case of Accounts Receivable arising since the Company Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Company and its Subsidiaries. The allowance for collection losses on the Company Balance Sheet and, with respect to Accounts Receivable arising since the Company Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of PSI the Closing Date will be collectible within sixty (60) days after due date at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as Closing Date (which reserve shall be adequate and shall not represent a greater percentage of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth as of the Closing Date than the reserve reflected in the Company Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect Sheet represented of the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(sreflected therein). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.

Accounts Receivable. The accounts receivable reflected in (a) At the Balance Sheet constituted all Closing, the accounts receivable of PSI the Company and its Subsidiaries as of the Closing Date (the "Accounts Receivable"), less a reserve placed in a sub-account of the Escrow in an amount equal to ten percent (10%) of their face amount (the "A/R Reserve Escrow"), shall be determined. As of the date thereoffour (4) months (the "Collection Period') following the Closing, other than accounts receivable fully written off as uncollectible as Buyer shall determine in good faith the amount, if any, by which the Accounts Receivable exceed the actual collection of such date in accordance with consistently applied Accounts Receivable after applying any applicable customer deposits or credits made or given prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid Date with respect to such Accounts Receivable or the transactions in giving rise thereto (the ordinary course "Accounts Receivable Deficiency") at the expiration of businesssuch 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 the components thereof, and will subject to the provisos below, shall cause the Company and its Subsidiaries, or their successors or assigns, to assign to the Sellers any such Accounts Receivable which have not been collected within the Collection Period, and any rights to interest and/or penalties relating thereto, provided that: (i) Buyer may elect to cause the Company to retain any such Accounts Receivable, in which event the aggregate amounts of such Accounts Receivable shall be valid, binding and legally enforceable obligations excluded in determining the Accounts Receivable Deficiency; or (ii) Buyer may elect to return the uncollected Accounts Receivable to the Sellers at their full respective amounts book value to determine the Accounts Receivable Deficiency. (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown b) Except where (i) a customer that owes an Account Receivable is on a COD basis on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as day of the Closing, short or (ii) Buyer in 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 payment of filing litigationthe oldest outstanding balance of such customer's account. Payments received from made to the Company or its Subsidiaries, 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 accounts receivable where a COD basis. (c) Buyer agrees to use its best efforts to collect Accounts Receivable, but shall not be required to cause the Company 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 Sellers with a status report setting forth in reasonable detail Buyer's collections of, and collection efforts with respect to, the Accounts Receivable and confer with 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 Accounts Receivable Deficiency, Buyer shall receive from the A/R Reserve Escrow the Accounts Receivable Deficiency, with interest on such customer had a balance at Closing will first Accounts Receivable Deficiency, as earned on such amount under the 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 applied against old undisputed balance(s)deducted from the Escrow Fund. In the event the Company is amount of the A/R Reserve Escrow exceeds the Accounts Receivable Deficiency, then the Escrow Agent shall promptly transfer the excess to be indemnified for uncollectible accounts receivable over the Sellers' Representative Escrow and above Buyer shall so instruct the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameEscrow Agent.

Accounts Receivable. The All cash accounts receivable reflected in for broadcasts on the Balance Sheet constituted all accounts receivable Stations which occur prior to the Commencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Within ten (10) days following the Commencement Date, Licensee shall deliver to Time Broker a schedule of PSI and its Subsidiaries Cash Accounts Receivable for the Stations as of the date thereof, other than accounts receivable fully written off as uncollectible as Commencement Date (the "Schedule of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practiceAccounts Receivable"). All accounts receivable created after the date of the Balance Sheet up Time Broker agrees to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance collect for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" Licensee its Accounts Receivable as shown on the Balance Sheet is sufficient Schedule of Accounts Receivable delivered by Licensee for a period of one hundred fifty (150) days following the Commencement Date. Licensee will provide Time Broker a power of attorney or other required authorization for the limited purpose of allowing Time Broker to cover all doubtful accounts resulting endorse and deposit checks and other instruments received in payment of such Accounts Receivable. All payments received by Time Broker from the accounts receivable set forth any customer whose name appears in the Balance Sheet. The Company agrees that it will use due diligence Schedule of Accounts Receivable and reasonable efforts to collect the accounts receivable existing who is also a customer of Time Broker shall be credited as payment of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where account or invoice designated by such customer had a balance at Closing will first be applied against old undisputed balance(s)customer. In the event absence of any such designation by the Company customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by it on such Accounts Receivable and Licensee shall have access at reasonable times to Time Broker's records to verify such status of the Accounts Receivable. Time Broker shall remit to Licensee on a weekly basis, one week in arrears, amounts previously collected by Time Broker on such Accounts Receivable, along with a written accounting of same, including without limitation, to the extent Licensee's traffic and billing system can produce same, a detailed open Accounts Receivable report reflecting payments remitted therewith. Any Accounts Receivable that have not been collected within such one hundred fifty (150) day period shall be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior returned to ClosingLicensee, the uncollectible accounts will be assigned together with all records in connection therewith, including without limitation, to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.the

Accounts Receivable. The accounts receivable reflected (a) Sellers shall promptly deliver to Buyer any payment received by, or on behalf of, Sellers with respect to the Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement. To the extent that all or any portion of an Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement is not collected by Buyer (each, an “Uncollected Acquired Accounts Receivable”) within 120 days following the Closing Date (the “Repurchase Date”), after notice by Buyer to Sellers to such effect, Sellers shall promptly purchase such Uncollected Acquired Accounts Receivable from Buyer for an amount equal to the full amount of such Uncollected Acquired Accounts Receivable, and Sellers shall thereafter have the right to pursue collection of such Uncollected Acquired Accounts Receivable; provided, however, that to the extent reasonable progress has been made in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries collecting any such Uncollected Acquired Accounts Receivable as of the date thereofRepurchase Date, other than accounts receivable fully written off as uncollectible as of then Sellers’ repurchase obligation with respect to such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created Uncollected Acquired Accounts Receivable shall be extended by an additional ten days after the date of Repurchase Date in order to provide Sellers with the Balance Sheet up opportunity to assist Buyer in connection with its efforts to collect such Uncollected Acquired Accounts Receivable. Notwithstanding anything to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable contrary set forth in this Agreement, Sellers shall not be required to repurchase any Uncollected Acquired Accounts Receivable unless and until the Balance Sheetaggregate amount of Uncollected Acquired Accounts Receivable and any other Losses subject to indemnification by Sellers under Article V and applicable to the Deductible, is equal to the Deductible, and in such event, Sellers shall only be required to repurchase Uncollected Acquired Accounts Receivable from Buyer in excess of the amounts counted toward the Deductible. (b) Buyer shall promptly deliver to Sellers any payment received by, or on behalf of, Buyer with respect to the Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement (or any Uncollected Acquired Accounts Receivable that is purchased by Sellers pursuant to Section 4.9(a)). The Company agrees that it will Sellers may collect payment on the Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement. (c) In pursuing collection of any Uncollected Acquired Accounts Receivable purchased by Sellers pursuant to Section 4.9(a) and any Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement, Sellers agree to use due diligence and their commercially reasonable efforts to collect preserve Buyer’s goodwill and ongoing business relationship with any customers of the accounts receivable existing Business. Buyer agrees to provide Sellers and Majority Shareholder with 28 reasonable access to the office facilities of the Business and copies of such Records of the Business as necessary to allow Sellers to pursue such collections. (d) No later than the third Business Day following the Closing Date, Sellers shall deliver to Buyer an Aged A/R Report and an Aged A/P Report of Sellers, in each case as of the ClosingClosing Date and substantially in the form set forth in Schedule 2.6, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In and Buyer shall cooperate with Sellers with respect to producing and delivering these reports to the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameextent necessary.

Accounts Receivable. The accounts receivable reflected With respect to the Accounts Receivable, the Borrower represents and warrants that, unless otherwise indicated in writing by the Balance Sheet constituted Borrower: (a) all accounts receivable of PSI Accounts Receivable are genuine, are in all respects what they purport to be, are not evidenced by a judgment and its Subsidiaries as of the date thereofare evidenced by only one, other than accounts receivable fully written off as uncollectible as of such date if any, executed original instrument, agreement, contract, or document; (b) all Accounts Receivable represent undisputed bona fide transactions completed in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales the terms and provisions contained in any documents or agreements related thereto; (c) the face amount shown on any schedule of Accounts Receivable heretofore or hereafter provided to the Bank and all invoices and statements delivered to the Bank with respect to any Accounts Receivable are or will be actually and absolutely owing to the 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 (as opposed to consignments) or services rendered any agreement with any account debtor for any deduction therefrom, except for discounts and allowances allowed by the Borrower in the ordinary course of businessits business for prompt payment, and all of which discounts or allowances are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected reflected in full since the date calculation of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date face amount of the Balance Sheet up invoices to which such discounts or allowances relate; (e) to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net best of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" 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 Balance Sheet is sufficient Bank; (f) the Borrower has no knowledge of any 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 cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing treat as Eligible Accounts will, as of the Closingtime such request is made, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In conform in all requests to the event the Company is conditions to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sametreated as Eligible Accounts.

Accounts Receivable. The Shareholders have delivered to ESI a schedule of the Companies' accounts receivable reflected as of September 30, 2001 (the "RECEIVABLES") showing the amount of each such Receivable and an aging of amounts due thereunder, which schedule is true and complete as of that date. Except as set forth in SCHEDULE 2.25(A) to the Balance Sheet constituted all accounts receivable Disclosure Letter, to the Knowledge of PSI and its Subsidiaries the Shareholders, the Substantial Debtors are not (A) as of the date thereofhereof, other than accounts receivable fully written off as uncollectible as 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 such date which (in accordance with consistently applied prior practicethe 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. All For purposes of this Agreement, the term "Substantial Debtors" shall mean any debtor set forth on such accounts receivable arose from valid sales made 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 (as opposed to consignmentsi) are valid, (ii) represent monies due for goods sold and delivered or services rendered in the ordinary course of business, business and (iii) are not subject to any return privilegesrefunds or adjustments or any defenses, rights of set-offs off, assignment, restrictions, security interests or counterclaimsother Liens. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in SCHEDULE 2.25(B) to the Balance SheetDisclosure 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 regarding the collectibility of any such Receivables. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as None of the Closing, short Companies has factored any of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameits Receivables.

Accounts Receivable. The accounts receivable reflected in At or as soon as practicable after the Balance Sheet constituted all accounts receivable Closing, ------------------- VSDD will provide Acquisition with a statement of PSI and its Subsidiaries Accounts Receivable outstanding as of the date thereofClosing Date (the "Closing Receivables"), other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date including a statement of the Balance Sheet or are collectible at their full respective amounts 90-day Receivables. Acquisition agrees that for a period of ninety (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created 90) days after the date of Closing Date (the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business"Collection Period"), and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts its good faith, best efforts, consistent with 4MC's general practices, to collect the accounts receivable existing as Closing Receivables. All payments received from clients having a Closing Receivable shall be applied to such client's oldest Closing Receivable unless otherwise designated in 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, Acquisition shall remit such sum to VSDD together with such statement. At the end of the ClosingCollection Period, short 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 filing litigation. Payments received the Collection Period; and provided further that any 90-day Receivables from a customer on accounts receivable where such customer had a balance 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 first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at have no additional consideration or cost to Shareholders so that Shareholders may pursue the sameobligation with respect thereto.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable (a) RCI Shareholders have stated that it is not feasible to prepare a statement of PSI and its Subsidiaries Accounts Receivable as of the date thereofClosing Date (or the business day immediately prior) and provide that update to OneLink on the Closing Date. Therefore, other than accounts receivable fully written off as uncollectible 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 date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (statement to be prepared as opposed to consignments) or services rendered in the ordinary course of businesspromptly as practical, and are not subject in any 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 ▇▇▇▇▇▇, ▇▇▇ suggest appropriate changes to the Accounts Receivable statements within five (5) business days after receiving the updated statements. If there is any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17dispute regarding the Accounts Receivable statement, such accounts receivable have been collected in full since dispute shall be resolved pursuant to Section 8.2 of this Agreement; provided, however, that any such dispute must be initiated by the 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 Balance Sheet or are collectible at their full respective amounts following events: (net i) the mutual acceptance of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created OneLink and Cary Goldberg, (ii) sixty (60) days after the date Closing Date if C▇▇▇ ▇▇▇▇▇▇▇▇ has not delivered notice of the Balance Sheet up a dispute pursuant to ▇▇▇▇▇▇▇ ▇.▇(a) with respect to the Closing will arise from valid transactions in the ordinary course of businessDate Accounts Receivable, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of iii) the allowance for doubtful accounts established date any dispute with consistently applied prior practice). The "allowance for doubtful accounts" shown on respect to the Balance Sheet Closing Date Accounts Receivable is sufficient resolved pursuant to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and Section 8.2. (b) OneLink shall cause RCI to make diligent commercially reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s)Accounts Receivables. In the event RCI fails to collect all of the Company is to be indemnified for uncollectible accounts receivable over and above Accounts Receivable on the allowance for doubtful accounts existing immediately prior to ClosingClosing Date Accounts Receivable List, the uncollectible accounts will face amount of such Accounts Receivable and the actual amount of such Accounts Receivable collected shall be assigned taken into account in determining whether an Accounts Receivable Shortfall exists, which would be subject to indemnification by the RCI Shareholders at no additional consideration or cost pursuant to Shareholders so that Shareholders may pursue the sameSection 6.1 of this Agreement.

Accounts Receivable. The All customer and trade notes and accounts receivable reflected (collectively, "Accounts Receivable") owned by Seller on the date of the most recent balance sheet included in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as Financial Statements are fully collectible in the aggregate, to the extent of the date thereof, other than accounts receivable fully written off aggregate face value thereof as uncollectible as of indicated on such date in accordance with consistently applied prior practicebalance sheet. All such accounts receivable arose from valid sales made (as opposed Purchaser shall attempt to consignments) or services rendered collect all Accounts Receivable in the ordinary course of business, business and are not subject to any return privileges, set-offs or counterclaimsin a manner consistent with Purchaser's present practices. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since At the date option of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created Purchaser exercisable within thirty days after the date end of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of 120-day period following the Closing, short any such Accounts Receivable remaining uncollected 120 days after the Closing, together with supporting documentation, may be returned to Seller for a cash payment in the amount of filing litigationsuch Accounts Receivable times 1.163966, and Seller may thereafter collect such Accounts Receivable in a manner consistent with Seller's past practices. Payments At the option of the Purchaser exercisable within thirty days after the end of the 120-day period following the Closing, any undeposited check transferred to Purchaser pursuant to Section 1.1(f) hereof on which Purchaser has not received from payment, together with supporting documentation, may be returned to Seller for a customer on accounts receivable where such customer had cash payment in the face amount of the same, and Seller may thereafter collect the same as an Account Receivable in a balance at Closing will first be applied against old undisputed balance(s)manner consistent with Seller's past practices. In addition to the event foregoing provisions, Seller hereby authorizes Purchaser to negotiate, on Purchaser's behalf and for Purchaser's account, any checks made payable to Seller that Purchaser receives after the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be Closing in respect of Accounts Receivable assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samePurchaser hereunder.

Accounts Receivable. The SCHEDULE 3.15 is a true, correct and complete listing in all material respects and aging of the Company's accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the last day of the last full calendar month preceding the date thereof, other than accounts receivable fully written off as uncollectible as of such date hereof determined in accordance with generally accepted accounting principles consistently applied prior practiceand determined in a manner consistent with the presentation in the Interim Financial Statements. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected arisen in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid bona fide arm's length transactions in the ordinary course of businessbusiness and, to the knowledge of the Company and the Owners, are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts have been established by the Company and are set forth on SCHEDULE 3.15 and which reserves have been adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (30) days thereafter, the Owners will be validdeliver to Buyer a true, binding correct and legally enforceable obligations at their full respective amounts (net complete listing in all material respects and aging of the allowance Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with generally accepted accounting principles consistent with 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 Closing Date, the Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and, to the knowledge of the Company and the Owners, are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15. The reserves for doubtful accounts established by the Company and reflected or to be reflected on SCHEDULE 3.15 or on the Financial Statements have been or shall be determined in accordance with generally accepted accounting principles consistently applied prior practice). The "allowance for doubtful accounts" shown on and are and shall be consistent with the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth presentation in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameFinancial Statements.

Accounts Receivable. The accounts receivable reflected in During the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of 120 day period beginning on the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to day immediately following the Closing will arise from valid transactions in Date (the ordinary course of business“Collection Period”), and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will Buyer shall use due diligence and commercially reasonable efforts to collect the accounts receivable of Seller included in the Purchased Assets (but Buyer shall not be obligated to bring collection actions to collect any such accounts from an account debtor). Buyer shall apply amounts received during the Collection Period from customers in payment of accounts receivable existing as of the ClosingClosing Date to the specific outstanding invoice to which such payment relates; provided, short however, that no such amounts received during the Collection Period and specifically identified as being delivered in payment of filing litigation. Payments received from a customer on an accounts receivable where such customer had a balance at existing as of the Closing will first Date shall be applied against old undisputed balance(s)to Buyer’s accounts receivable generated following the Closing. In If, during the event Collection Period, Buyer does not collect in full any of the accounts receivable of Seller included in the Purchased Assets, then Buyer shall deliver to Seller written notice identifying all such accounts receivable that were not so collected (“Uncollected Receivables”) and the Uncollected Receivables shall not be included in the value of the accounts receivable of the Company is for purposes of calculating the Closing Date Working Capital to be indemnified for uncollectible included in the Closing Date Working Capital Statement pursuant to Section 3.4. Upon such adjustment of the value of the accounts receivable over and above (to exclude the allowance Uncollected Receivables) for doubtful accounts existing immediately prior to Closingpurposes of calculating the Closing Date Working Capital of Seller as of the Closing Date, Buyer shall assign, without recourse, the uncollectible accounts will Uncollected Receivables to Seller, and Seller shall thereafter be assigned entitled to Shareholders at no additional consideration or cost take reasonable actions to Shareholders so that Shareholders may pursue collect, for Seller’s benefit, the sameUncollected Receivables and, if Buyer thereafter receives any payments with respect to such Uncollected Receivables, it shall promptly remit such payments to Seller.

Accounts Receivable. The accounts receivable reflected To assure that PC receives the entire amount of professional fees for its services and to assist PC in maintaining reasonable cash flow for the Balance Sheet constituted all payment of Office Expenses, Business Manager may, during the Term, purchase, without recourse to PC for the amount of the purchase, the accounts receivable of PSI and its Subsidiaries as of PC arising during the date thereof, other than previous month by transferring the amount set forth below into the PC Account. The consideration for the purchase shall be an amount equal to the Adjusted Gross Revenue recorded each month (according to GAAP reflecting adjustments related to the bad debt reserve). Business Manager shall be entitled to offset Office Expenses reimbursement due to Business Manager under Section 5.2 above against the amount payable for the accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practicereceivable. All collections in respect to such accounts receivable arose from valid sales made (purchased by Business Manager shall be received by Business Manager as opposed the agent of PC and shall be endorsed to consignments) or services rendered Business Manager and deposited in a bank account at a bank designated by Business Manager. To the ordinary course extent PC comes into possession of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, payments in respect of such accounts receivable have been collected receivable, PC shall direct such payments to Business Manager for deposit in full since bank accounts designated by Business Manager. Although it is the date intention of the Balance Sheet or are collectible at their full respective amounts (net parties that Business Manager purchase and thereby become the owner of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth of PC, in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts event such purchase shall be ineffective for any reason, PC is concurrently herewith granting to collect Business Manager a security interest in the accounts receivable existing as so purchased, together with all proceeds thereof (collectively, the "Collateral"), and further agrees not to pledge, assign, transfer or convey any of the ClosingCollateral or any proceeds therefrom, short without the prior written consent of filing litigationthe Business Manager, except to affiliates of the Business Manager. Payments received from Concurrent with the execution of this Agreement, PC shall execute a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s)Security Agreement, similar in form and content as that attached hereto as Exhibit B and incorporated herein by this reference in order that the Business Manager may perfect its interest in the Collateral. In PC expressly agrees to execute and deliver any appropriate UCC-1 Financing Statement and UCC-1 fixture filings, if so requested in writing by the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameBusiness Manager.

Accounts Receivable. The accounts receivable reflected in (a) Each of the Balance Sheet constituted all accounts receivable of PSI the Company and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable GEMC (i) arose from valid bona fide sales made (as opposed to consignments) or services rendered in the ordinary course of business, (ii) was entered into under circumstances and by methods usual and customary in the Company's and GEMC's business in the applicable state or country and the collection practices used with respect thereto have been and are in all respects legal and proper, and (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, GEMC and the Sellers, there does not exist any uncollectible accounts 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 accounts receivable statement to the Buyer dated as of the Closing Date. (c) To the best knowledge of the Company, GEMC and the Sellers, none of the accounts receivable of the Company and GEMC are subject to any return privilegesmaterial claim of offset, recoupment, set-offs off or counterclaimscounterclaim and the Company, GEMC and the Sellers have no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. Except as disclosed No person has any lien on SCHEDULE 4.17, any of such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions and other than in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance no agreement for doubtful accounts established deduction or discount has been made with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient respect to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where any such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samereceivables.

Accounts Receivable. The accounts receivable reflected of Caiban referred to within the Financial Statements constitute valid claims in the Balance Sheet constituted all accounts receivable full amount thereof against the debtors charged therewith on the books of PSI Caiban to which each such account is payable and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered has been acquired in the ordinary course of business. The accounts receivable are fully collectible to the extent of the face value thereof (less the amount of the allowance for the doubtful accounts reflected on the Financial Statements) in the due course of normal commercial dealings. To the best knowledge of Caiban, no account debtor has any valid setoff, deduction or defense with respect thereto, and no account debtor has asserted any such setoff, deduction or defense. There are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such no accounts receivable have been collected in full since which arise pursuant to an agreement with the date United States Government or any agency or instrumentality thereof. Contracts, Leases, Agreements and Other Commitments. Caiban is not a party to or bound by any oral, written or implied contracts, agreements, leases, powers of the Balance Sheet attorney, guaranties, surety arrangements or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions other commitments excluding equipment and furniture leases entered into in the ordinary course of businessbusiness (which do not exceed $100,000 in liabilities or commitments in the aggregate), except for the following (which are hereinafter collectively called the "Material Contracts"): Any leases and/or agreements described in the Schedule of Exceptions; and Agreements involving a maximum possible expenditure or obligation on the part of Caiban to expend more than Twenty-Five Thousand Dollars ($25,000) separately or less than Fifty Thousand Dollars ($50,000) in the aggregate. The Material Contracts constitute all of the material agreements and instruments which are necessary and desirable to operate the business as currently conducted by Caiban. True, correct and complete copies of each Material Contract described and listed under subsection 4.1(q) will be made available to Acquiror no later than ten (10) business days prior to the Closing Date. The term "Material Contract" excludes purchase orders entered into in the ordinary course for personal or inventory which may be returned to the vendor without penalty. All of the Material Contracts are valid, binding and legally enforceable obligations at against the respective parties thereto in accordance with their full respective amounts (net terms. Following the Merger, the Acquiror as the surviving entity shall become entitled to all rights of Caiban under such of the allowance for doubtful accounts established Material Contracts as if the Acquiror were the original party to such Material Contracts. All parties to all of the Material Contracts have performed all obligations required to be performed to date under such Material Contracts, and neither Caiban, and, to the best of their knowledge, nor any other party, is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with consistently applied prior practice)the giving of notice or lapse of time or both, would constitute a default thereunder. The "allowance for doubtful accounts" shown on consummation of this Agreement and the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth Merger will not result in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as an impairment or termination of any of the Closingrights of Caiban under any Material Contract. None of the terms or provisions of any Material Contract materially adversely affects the business, short prospects, financial condition or results of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameoperations of Caiban.

Accounts Receivable. The Schedule 4 contains a summary of the billed accounts receivable reflected in (herein referred to as the Balance Sheet constituted all accounts receivable "Accounts Receivable") of PSI and its Subsidiaries as or pertaining to Company, including an aging of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable in thirty (30) day increments for one hundred twenty days (120) days from the date of original invoice, and the total amount of all Accounts Receivable. Each Account Receivable listed: (i) arose from valid sales made (as opposed to consignments) or services rendered rentals in the ordinary course of business; (ii) relates to equipment or products provided to customers covered under the Medicare, Medicaid or other third party public or private insurance program, or were provided on a direct bill ▇▇▇is, each of which customers were qualified under such programs to receive such products and are services or were otherwise capable of paying for such products and services; (iii) relates to bill▇▇▇▇ ▇▇ or on behalf of Company which were prepared and submitted with all the complete and correct forms, documents, test results and other information materially necessary to receive payment with respect to each such Account Receivable and which bill▇▇▇▇ ▇▇▇e prepared and submitted in conformity with all applicable laws, rules, regulations codes and guidelines of federal, state and local health care programs and in conformity with the requirements of each third party payor; and (iv) has been diligently pursued for payment in accordance with the requirements of the respective payors. Company has not subject received nor has it applied for any cash advances from any Medicare, Medicaid or third party public or private insurance program or carrier, whether or not any such cash advance has been repaid to any return privileges, set-offs or counterclaimsrecouped by such insurance program or carrier. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected already reflected in full since the date amount of the Balance Sheet Accounts Receivable shown on Schedule 4, no refunds, reimbursements, discounts or other adjustments are payable or anticipated to be made with respect to any of the Accounts Receivable. There are no Encumbrances, or rights of setoff, recoupment or assignments with respect to or affecting the Accounts Receivables. The Accounts Receivable listed on Schedule 4 are owned, legally and beneficially, by the Company, and none of such Accounts Receivable is owned, legally or beneficially, by any other person or entity, or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of businessbeing collected for, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is or are to be indemnified paid to, or for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closingbenefit of, the uncollectible accounts will be assigned to Shareholders at no additional consideration any other person or cost to Shareholders so that Shareholders may pursue the sameentity.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all All accounts receivable of PSI and its Subsidiaries the Company that are reflected on the balance sheet of the Financial Statements as of the date thereofClosing Date (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Unless paid prior to the Closing, the Accounts Receivable are or will be as of the Closing current and collectible net of the allowance for doubtful debts (“Allowances”) shown on the balance sheet as of the Closing (which Allowances are adequate and calculated consistent with past practice and, in the case of the Allowances as of the Closing, will not represent a Material Adverse Change in the composition of such Accounts Receivable 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 day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered returns in the ordinary course of business, and are not subject to under any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date contract with any obligor of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Buyer hereby represents and warrants that if Closing will arise from valid transactions takes place before the expiration of such 120 days (or such longer time as may be allowed under this Section) in the ordinary course respect of businessany Accounts Receivable, and will be valid, binding and legally enforceable obligations at their full respective amounts Buyer (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will i) shall use due diligence and reasonable its best efforts to collect such Accounts Receivable; and (ii) with the accounts receivable existing as prior consent of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where Buyer (such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is consent not to be indemnified for uncollectible accounts receivable over and above unreasonably withheld or delayed), Seller may also assist Buyer in the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samecollection of such Accounts Receivable.

Accounts Receivable. The accounts receivable reflected (a) Edy's will purchase the Ben & Jerry's of New York Accounts Receivable for the aggregate amount carried on the books of Ben & Jerry's of New York on October 1, 1995, excluding those amounts more than 90 days old as of that date and also excluding those acknowledged by Ben & Jerry's of New York to be in dispute as of that date. Ben & Jerry's of New York will provide to Edy's full supporting documentation (signed invoices) to substantiate these receivables and will cooperate fully with Edy's to assist in the Balance Sheet constituted all accounts receivable collection of PSI and its Subsidiaries as these receivables. The aggregate amount of the date thereofthese receivables, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered less any collected in the ordinary course interim by Ben & Jerry's, will be payable to Ben & Jerry's as collected, but in an event within 180 days after October 28, 1995 whether or not Edy's h as received payment form each account. Ben & Jerry's of business, and New York will indemnify Edy's for any amounts paid to purchase Accounts Receivable to the extent such amounts are not subject reimbursed to any return privilegesEdy's by the applicable account, set-offs or counterclaimsprovided that this indemnification will apply only to accounts for which Edy's has not been furnished full supporting documentation. Except Edy's agrees that, until such time as disclosed on SCHEDULE 4.17, such accounts receivable have been collected Ben & Jerry's of New York receives payment in full since for accounts which are acknowledged to be in dispute, they will not sell, distribute or otherwise supply any Ben & Jerry's products to such accounts. (b) Edy's shall promptly remit to Ben & Jerry's of New York any monies received by Edy's for products distributed and sold by Ben & Jerry's in the date of New York Territory before the Balance Sheet or are collectible at their full respective amounts termination date. (net of allowance for doubtful accounts established c) Edy's will provide terms to such current distributors who Edy's determines in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up its sole discretion will continue to be authorized Ben & Jerry's distributors. (d) It is Edy's intention to appoint ▇▇▇▇ N'▇▇▇▇ a ▇▇▇ & Jerry's distributor to the Closing out-of-home trade in northern New Jersey contingent upon resolving the outstanding receivables balance owed to Ben & Jerry's by J & M Distributors. To the extent this can't be resolved, then J & M Distributors will arise from valid transactions in the ordinary course of business, remain a subdistributor and will be valid, binding and legally enforceable obligations at expected to pay their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice)receivable balance to Ben & Jerry's. The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts This will be assigned enforced per the control of Ben & Jerry's shipments to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.J & M.

Accounts Receivable. The All accounts receivable of the Business that are reflected in on the December 31, 2004 Balance Sheet constituted including all accounts receivable of PSI and its Subsidiaries as on Section 3.12 of the date thereof, other than Disclosure Schedule with respect to accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose Nippon Selas and ▇▇ ▇▇▇▇▇ (a) represented valid obligations arising from valid sales actually made (as opposed to consignments) or services rendered actually performed in the ordinary course of businessbusiness and are subject to no valid offsets or counterclaims, and are not subject to any return privileges, set-offs or counterclaims(b) have been so determined in accordance with GAAP. Except as disclosed on SCHEDULE 4.17Section 3.12 of the Disclosure Schedule, such all accounts receivable have been collected in full since of Seller, with respect to the date of Business, Nippon Selas or ▇▇ ▇▇▇▇▇ that will be reflected on the Closing Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established as finally determined in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing Section 2.2.3: (a) will arise represent valid obligations arising from valid transactions sales actually made or services actually performed in the ordinary course of business, business and will be validsubject to no valid offsets or counterclaims, binding (b) will be so determined in accordance with GAAP, and legally enforceable obligations at their full respective amounts (net 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 allowance for doubtful 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 established receivable of Nippon Selas specified thereon) in accordance with consistently applied prior practice). The "allowance for doubtful accounts" Seller's ordinary practice and without resort to legal proceedings at the aggregate recorded amount thereof as shown on the Closing Balance Sheet is sufficient as finally determined in accordance with Section 2.2.3 (or on Section 3.12 of the Disclosure Schedule with respect to cover all doubtful accounts resulting from the particular accounts receivable set forth in of Nippon Selas), except for the reserves, if any, allocable thereto shown on such Closing Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing Except as disclosed on Section 3.12 of the ClosingDisclosure Schedule, short no claim has been made in writing, or to Seller's knowledge is threatened, against Seller, Nippon Selas or ▇▇ ▇▇▇▇▇ objecting to the validity, scope or right of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samepayment of any account receivable.

Accounts Receivable. The accounts Accounts receivable reflected in shall be identified as of the Balance Sheet constituted Cut-Off Time. Seller shall receive a credit for, and Buyer shall purchase from Seller, all accounts receivable of PSI and its Subsidiaries as of the date thereof, (other than accounts receivable fully written off as uncollectible as of such date the guest ledger, which shall be purchased in accordance with consistently applied prior practiceSection 4(e)(ii)(2)) that are less than ninety (90) days past due. All Such credit shall equal the amount of the accounts receivable, less credit card charges, travel company charges and similar commissions. To the extent Buyer receives, after Closing, payment on account of such account receivables from the account debtors that owed accounts receivable arose from valid sales made as described in this paragraph, and to the extent that such payment exceeds (as opposed to consignments) or services rendered in the ordinary course of business, aggregate) the credit received by Seller and are not subject apportioned to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such the accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts such account debtors, then Buyer shall immediately remit such amount (net of allowance travel agent commissions or credit card company charges for doubtful accounts established in accordance with consistently applied prior practice)payment of such claims) to Seller and, without limiting the foregoing, the same shall be included as part of the post-Closing reconciliation of apportionments. All Subject to the following sentence, all accounts receivable created after the date of the Balance Sheet up and credit card claims for goods and services furnished prior to the Cut-Off Time that are not so purchased by Buyer shall remain the property of Seller and, to the extent Buyer receives any payments on account thereof after Closing will arise from valid transactions in (A) if the ordinary course applicable account debtor who makes such payment then owes payment on one of businessSeller’s accounts receivable and no accounts receivable of Buyer, and will be valid, binding and legally enforceable obligations at their full respective amounts then Buyer shall immediately remit such amount (net of travel agent commissions or credit card company charges for payment of such claims) to Seller, and (B) if the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer applicable account debtor who makes such payment then owes payment on accounts receivable where owing to Buyer and to Seller, such customer had a balance at Closing will first payments (net of travel agent commissions or credit card company charges for payment of such claims) shall be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible pay accounts receivable over in order of priority from the least-aged to the most-aged, unless such payment specifically identifies the particular accounts receivable for which it is being paid and above then such specific identification shall govern. The foregoing shall apply to past due or accruing room rents and other customary Hotel charges including the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameguest and city ledgers.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as Buyer will afford each Seller access to such of the date thereof, other than accounts receivable fully written off records transferred to it as uncollectible as of shall be necessary to allow such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts Seller to collect the accounts any receivable existing as of arising prior to the Closing, short of filing litigation. Payments received from a customer on accounts receivable where but Buyer shall not otherwise be responsible for collecting or seeking to collect any such customer had a balance at Closing will first be applied against old undisputed balance(s)receivables. In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately collecting any such receivables arising prior to Closing, each Seller shall only use its historical collection practices in seeking to collect such accounts and shall not bring any legal proceedings to collect receivables from ongoing customers of the uncollectible accounts ▇▇▇▇▇▇▇ Businesses without notice to and consultation with Buyer. If a debtor on any such receivable, who is also a debtor to Buyer for debts incurred at or after the Closing shall make any remittance on amounts due in respect of the business of the ▇▇▇▇▇▇▇ Businesses, whether the debt was incurred prior to or subsequent to the Closing, such remittance shall be deemed to be on account of the earliest unpaid invoice unless the debtor specifically designates or otherwise indicates to the contrary, in which case the payment shall be applied in accordance with such designation. If payments on any such account are undesignated, then Buyer shall be entitled to inquire of such customer as to which invoices such payment should be applied. After the Closing the Sellers will be assigned promptly transfer and deliver (properly endorsed, if necessary) to Shareholders at no additional consideration Buyer any checks or cost other payments and deductions (including the cash equivalents of credits due from vendors, suppliers or shippers) which it receives on account of goods sold or shipped by Buyer and Buyer shall promptly transfer and deliver (properly endorsed, if necessary) to Shareholders so that Shareholders may pursue the sameSellers any checks or other payments (including the cash equivalents of credits due from vendors, suppliers or shippers) which it receives on account of goods sold or shipped by the Sellers.

Accounts Receivable. The accounts receivable reflected in (a) At the Balance Sheet constituted all accounts receivable Closing, Seller shall designate Buyer as its agent solely for purposes of PSI and its Subsidiaries collecting the Accounts Receivable existing as of the date thereofClosing Date. Seller shall deliver to Buyer, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied on or prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of businessDate, a complete and will be valid, binding and legally enforceable obligations at their full respective amounts (net detailed statement of the allowance for doubtful accounts established with consistently applied prior practice)Accounts Receivable. The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and Buyer shall make reasonable best efforts to collect the Accounts Receivable during the "Collection Period," which shall be the period beginning on the Closing Date and ending on the last day of the fourth calendar month following the Closing Date. All amounts received from accounts receivable existing as with respect to which Buyer continues to sell advertising time on the Station, or otherwise maintains a business relationship, on and after the Closing Date shall be applied first to the payment in full of any outstanding Account Receivable balance for such account, except that any such amounts collected by Buyer from an advertiser who is also indebted to Buyer may be applied to Buyer's account where (i) Seller received a written notice of dispute from such advertiser with respect to the account prior to the Closing or Buyer receives a written notice of dispute from such advertiser with respect to the Account within three (3) days after payment is due by such advertiser for an account billed after the Closing, short of filing litigation. Payments received from (ii) such dispute is a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In bona fide dispute between Seller and the event advertiser, (iii) the Company advertiser specifies that the payment is to be indemnified applied to Buyer's account, and (iv) such specification by the advertiser was not made by the advertiser as a result of the actions of Buyer. Buyer shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable or to refer any of the Accounts Receivable to a collection agency or to an attorney for uncollectible accounts receivable collection. Buyer shall incur no liability to Seller for any uncollected Accounts Receivable. During the Collection Period, neither Seller nor its agents shall make any direct solicitation of any of the Accounts Receivable for collection purposes. (b) Buyer shall deposit on a monthly basis into an account identified by Seller at the time of Closing the amounts collected during the Collection Period with respect to the Accounts Receivable. On or before the fifth day following the end of each calendar month in the Collection Period, Buyer shall furnish Seller with a list of the amounts collected during such calendar month with respect to the Accounts Receivable. Seller shall be entitled to inspect and/or audit the records maintained by Buyer pursuant to this Section 5.9 from time to time, upon reasonable advance notice. On or before the fifth day following the end of each calendar month in the Collection Period, Buyer shall furnish Seller with a list of, and pay over and above the allowance for doubtful accounts existing immediately prior to ClosingSeller, the uncollectible accounts will be assigned amounts collected during such calendar month with respect to Shareholders at the Accounts Receivable. (c) Following the expiration of the Collection Period, Buyer shall have no additional consideration or cost further obligations under this Section 5.9, except that Buyer shall immediately pay over to Shareholders so that Shareholders Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Following the Collection Period, Seller may pursue the samecollections of all Accounts Receivable.

Accounts Receivable. The accounts receivable reflected As provided in Section 2.2(i), Seller shall retain all Accounts Receivable attributable to the Assigned Contracts through the close of business on the day before each applicable Switch Date, and Seller shall retain, for so long as necessary to collect any Accounts Receivable, any rights under the Assigned Contracts required to collect the Accounts Receivable. Accordingly, Seller shall retain the right after the Closing to b▇▇▇ and collect all Accounts Receivable in the Balance Sheet constituted Ordinary Course of Business. Likewise, the Purchaser shall own all accounts receivable of PSI attributable to the Assigned Contracts on and its Subsidiaries as after each applicable Switch Date (“Purchaser’s Accounts Receivable”). Without limiting the generality of the date thereofforegoing, other than accounts receivable fully written off as uncollectible as Seller and Purchaser agree to the following, to facilitate the collection of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made the Accounts Receivable and the Purchaser’s Accounts Receivable: (as opposed a) Seller and Purchaser will reasonably cooperate and implement collection strategies and otherwise exercise all lawful means to consignments) or services rendered in the ordinary course collect any past due Accounts Receivable, including cooperating for purposes of businessdisconnecting service and assessment of late fees, and are not subject promptly forwarding to each other any return privilegespayments of Accounts Receivable or Purchaser’s Accounts Receivable, set-offs as the case may be, that may be misdirected to Purchaser or counterclaims. Except as disclosed on SCHEDULE 4.17Seller, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts respectively. (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, b) The Purchaser acknowledges and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence the legal obligations of customers under Assigned Contracts with respect to Accounts Receivable shall not be amended, modified or altered in any respect by Purchaser, without the prior written consent of Seller. (c) In addition, Purchaser acknowledges and agrees that Seller shall have the right to exercise good faith, commercially reasonable efforts to collect all Accounts Receivable. The Seller shall have the accounts receivable existing as of right to discuss all collection efforts with Purchaser, participate in and/or attend conferences or other meetings relating to such collection efforts, and review and comment upon any correspondence or other documents related to such collection efforts. With respect to Active Accounts that are disconnected after the ClosingClosing Date, short of filing litigation. Payments the Seller shall have the right to utilize collection agencies and exercise all remedies provided by applicable Law and the Assigned Contracts without consulting the Purchaser. (d) All payments received by Seller or Purchaser from a customer on accounts receivable where such customer had a balance at Closing will first specific Transferred Customer shall be applied against old undisputed balance(s). In allocated to the event the Company is oldest invoices of that Transferred Customer first, until all Accounts Receivable pertaining to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameTransferred Customer retained by Seller shall have been paid in full.

Accounts Receivable. (a) Seller has previously delivered to Purchaser an aging schedule as of a date not more than thirty (30) days prior to the date of this Agreement, which is true, correct and complete, of the accounts receivables, both trade and non-trade, of the Corporation as of that date. Seller will update the list as of a date not more than five (5) days prior to the Closing Date. The reserves for doubtful receivables and uncollectible accounts that will be reflected on the books of the Corporation as of the Closing Date will not exceed the greater of (i) five percent (5%) of the then aggregate accounts receivable, or (ii) Twenty-five Thousand Dollars ($25,000.00), and will be sufficient to provide for any losses that may arise in connection with the collection of the accounts receivable. The accounts receivable as reflected in on the Balance Sheet constituted all accounts receivable books of PSI and its Subsidiaries the Corporation as of the date thereofClosing Date, other than accounts receivable fully written off as uncollectible as net of such date reserves, will be fully collectible in accordance with consistently applied prior practicethe ordinary course of business within ninety (90) days after the Closing Date or such other period of time per the payment terms related to such account receivable, if different, as set forth on such aging schedule, without resort to legal proceedings. All of such accounts receivable arose from will represent valid sales made (as opposed to consignments) or services rendered claims that have arisen in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts . (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up b) Unless an invoice is delivered to the Closing will arise from valid transactions in the ordinary course of businessCorporation with a payment indicating otherwise, and all payments received by Purchaser will be valid, binding and legally enforceable obligations at their full respective amounts applied to a customer's oldest outstanding accounts receivable. (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). c) In the event that Seller indemnifies Purchaser pursuant to Section 8.2 of this Agreement by reason of Seller's breach of the Company is representations and warranties contained in this Section 2.17, Purchaser will cause the corporation to be indemnified for uncollectible assign to Seller all the Corporation's right, title and interest in and to the uncollected accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.giving rise

Accounts Receivable. The (a) Promptly, but in no event more than fifteen business days, following the Effective Date, Purchaser shall arrange with a bank or other financial institution approved in writing by Seller (THE "A/R BANK") to open a "lockbox" bank account (THE "LOCKBOX ACCOUNT") for the purpose of receiving payments of accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as respect of the date thereofDesktop Peripherals Business, other than accounts receivable fully including the Closing Accounts Receivable. Seller and Purchaser shall agree in good faith upon written off as uncollectible as of instructions to be given to the A/R Bank (which shall be irrevocable unless rescinded by both Seller and Purchaser) which shall provide that (i) all deposits to and withdrawals from such date account shall be promptly reported to both Seller and Purchaser, (ii) that such account shall be managed in accordance with consistently applied the provisions of this Section, and (iii) that upon receipt of written notice by either Seller or Purchaser that a dispute regarding such account has arisen between the parties, that no amounts shall be paid out of such account until the A/R Bank has received written notice from both parties that such dispute has been resolved. (b) Not less than two days prior practiceto the Closing, Seller shall deliver to Purchaser a detailed summary (by customer and Product) of the Closing Accounts Receivable. All such accounts Immediately following the Closing, Seller shall send to each customer of the Desktop Peripherals Business who owes a receivable arose from valid sales made (as opposed to consignments) or services rendered included in the ordinary course Closing Accounts Receivable (such receivable, a "RCAR"), an instruction that all receivables in respect of business, and are not subject Products sold to any return privileges, set-offs or counterclaimssuch customer shall be paid to the Lockbox Account. Except as disclosed on SCHEDULE 4.17, Purchaser will use its good faith efforts to have each such accounts receivable have been collected customer pay in full since all receivables included in the date Closing Accounts Receivable. The parties agree that for any customer which has a RCAR, all payments received from or on behalf of such customer for a Product which is included in a RCAR (whether or not such payment is in respect of the Balance Sheet or are collectible at their RCAR) shall be allocated to the RCAR for such Product of such customer. Upon payment in full respective amounts (net of allowance for doubtful accounts established all RCARs of a customer, Purchaser shall have no further obligations under this Section in accordance with consistently applied prior practice). All accounts receivable created after the date respect of the Balance Sheet up receivables of such customer. (c) The A/R Bank shall promptly transfer all payments deposited into the Lockbox Account in respect of RCARs (or allocated to RCARs pursuant to paragraph (b) of this Section) 95 % to Seller and 5% to Purchaser. Purchaser will allow Seller and its representatives to have reasonable access to the Closing will arise from valid transactions books and records of Purchaser in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established order to verify ongoing compliance by Purchaser with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable its covenants set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samethis Section.

Accounts Receivable. The All accounts receivable reflected in included within the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as Purchased Assets of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable Asset Selling Entities (i) arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of 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 return privilegesdiscount, setcontingency, claim of off-offs set or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet recoupment or are collectible at their full respective amounts (net of allowance for doubtful accounts established counterclaim in accordance with consistently applied GAAP in excess of $25,000 in the aggregate, net of any applicable reserves or allowances as set forth on 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 Liens described on Schedule 3.11 annexed hereto all of which Liens shall be released at or prior practice)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 accounts receivable included within the Purchased Assets of the Asset Selling Entities. The aged accounts receivable report of CellStar and its Subsidiaries, 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 created shown in the Business Financial Statements, or arising after the date of the Balance Sheet up Business Financial Statements, which are or were the 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 Closing will arise from valid transactions in the ordinary course requirements of businesssuch Factoring Arrangements and do not, and will be validnot, binding give rise to any claim for recourse, refund, recoupment or other adjustment and legally enforceable obligations at their full respective amounts (net have properly been accounted for as a sale of the allowance for doubtful accounts established receivables in accordance with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameGAAP.

Accounts Receivable. The accounts receivable reflected in Schedule 4(o) sets forth a true and correct list of the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries Seller as of June 25, 1996, such list being aged to show the date thereofamounts of receivables which, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practiceJune 25, 1996, were, respectively, more than thirty (30), sixty (60) and ninety (90) days old. All such accounts receivable arose Except for receivables which may be due from valid sales made (as opposed to consignments) or services rendered affiliates of Seller, and except for discounts for buying groups customarily granted in the ordinary course of businessoptical business which are listed on Schedule 4(o), all of the accounts receivable of Seller are actual and bona fide receivables representing obligations for the total dollar amount shown on Schedule 4(o), resulted from transactions in the ordinary course of the Business, and are reflect extensions of credit consistent with the past practice of Seller. Except as expressly set forth on Schedule 4(o), Seller has not granted any credit to any customer whose unpaid account is assigned to Purchaser hereunder, no customer whose unpaid account is assigned to Purchaser hereunder has made any claim against Seller with respective to a defective delivery of goods, and Seller has the legal right to collect all of the receivables listed on Schedule 4(o) in full in accordance with their terms without being subject to any return privilegesrecoupments, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such No accounts receivable have been collected in full written off since December 31, 1995. Except as set forth on Schedule 4(o), the date terms on which Seller generally grants credit to any customer is "2/10 net 30", i.e., a 2% discount for payments made within ten (10) days after invoicing, and all payments due within thirty (30) days of invoicing. Notwithstanding the foregoing, however, Purchaser acknowledges and agrees that, except to the extent of the Balance Sheet foregoing representations and warranties, (A) Seller is not in any manner representing the collectability or are collectible at their full respective amounts guaranteeing the collection of any or all accounts receivable, in whole or in part, and (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All B) such accounts receivable created after the date of the Balance Sheet up are being transferred to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice)Purchaser "as is". The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient Principals agree to cover all doubtful accounts resulting from cooperate with Purchaser to assist it in collecting the accounts receivable being transferred to Purchaser under this Agreement; provided, that nothing set forth in this Section shall be deemed to require that the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer Principals or Seller institute litigation on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samePurchaser's behalf.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all (a) All accounts receivable of PSI and its Subsidiaries the Realty One Companies that are reflected on the 1996 Balance Sheets or on the accounting records of the Realty One Companies as of the date thereofEffective Time including without limitation the Gross Commissions Receivable and the Commercial Brokerage Division Gross Receivables (collectively, other than accounts receivable fully written off as uncollectible the "Accounts Receivable") subject to the Allowance for Cancellations and the Commercial Brokerage Division Allowance for Uncollectibles for such Accounts Receivable represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. (Such Accounts Receivable that represent commission revenue include that portion of the commission that will become due and owing, upon collection, to third parties and to sales agents, such amount reflected by a corresponding commission payable.) Unless paid prior to the Effective Time, the Accounts Receivable are or will be as of the Effective Time collectible net of the respective Allowance for Cancellations and Commercial Brokerage Division Allowance for Uncollectibles shown on the Projected Closing Combined Balance Sheet and on the accounting records of the Realty One Companies as of the Effective Time. The Allowances for and Commercial Brokerage Division Allowance for Uncollectibles are adequate and, in the case of the Allowance for Cancellations and Commercial Brokerage Division Allowance for Uncollectibles, respectively, as of the Effective Time, will represent an amount as of the Effective Time not less than twenty-one percent of the Gross Commissions Receivable nor less than 26.10% of the Commercial Brokerage Division Gross Receivables, respectively, and will not represent a material adverse change in the composition of such date Accounts Receivable in terms of aging. There are no reserves for Accounts Receivable arising from FOM, FOE and CRM. Subject to such Allowance for Cancellations and Commercial Brokerage Division Allowance for Uncollectibles, each of the Accounts Receivable either has been or will be collected in full, without any set-off, but subject to deductions for the corresponding commissions payable, within ninety days after the day on which it first becomes due and payable. To the Knowledge of the Sellers, there is no contest, claim, or right of set-off under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. To the extent of any indemnity claims paid by Sellers under Article 10 arising upon from a Breach of the representations and warranties contained in this Section 3.8, the Realty One Companies will transfer and assign to Sellers, in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered their pre-Effective Time percentage interest in the ordinary course payee, without recourse, the uncollected Accounts Receivable the non payment of businesswhich created the Breach. (b) To the Knowledge of Sellers, Exhibit 3.8(b)-1 contains a materially accurate summary list of all Accounts Receivable as of September 11, 1997, which list sets forth the aging of such Accounts Receivable. Sellers will deliver at Closing the Closing Exhibit 3.8(b)-2 containing, to the Knowledge of Sellers, a materially accurate summary list, in form and are not subject substance satisfactory to any return privilegesInsignia, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net Accounts Receivable as of allowance for doubtful accounts established in accordance with consistently applied a date no earlier than two business days prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameDate.

Accounts Receivable. The accounts receivable reflected In the event that at the expiration of ninety (90) days after the Closing Date, Buyer has not collected in the Balance Sheet constituted all accounts receivable full any Accounts Receivable (net of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose any cash discounts resulting from valid sales made (as opposed to consignmentsearly payment) or services rendered in the ordinary course of business, and are not subject to any return privilegesthe Collection Agreement, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17despite Buyer’s commercially reasonable efforts to collect such Accounts Receivable (the “Uncollectible Accounts Receivable”), such accounts receivable have been collected Buyer may at its election (which election must be made in full since the date of the Balance Sheet or are collectible at their full respective amounts writing no later than one hundred twenty (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created 120) days after the date Closing Date) transfer and assign such Uncollectible Accounts Receivable to Seller, in which case Seller and S▇▇▇▇ shall promptly pay to Buyer the uncollected amount of the Balance Sheet up such Uncollectible Accounts Receivable. Buyer’s obligation to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and commercially reasonable efforts to collect the Accounts Receivable shall not require that Buyer file any lawsuit or initiate other legal proceedings against any party to any Accounts Receivable, and Seller and S▇▇▇▇ shall provide to Buyer, at Seller’s expense, assistance reasonably requested by Buyer in its efforts to collect such Accounts Receivable. Other than any Accounts Receivable transferred and assigned to Seller pursuant to the foregoing, Seller shall promptly remit to Buyer any payments received by Seller (other than from Buyer) on account of any Accounts Receivable. Buyer shall provide assistance as reasonably requested by Seller to collect any Accounts Receivable that have been transferred and assigned to Seller. Buyer shall remit to Seller any payments received by Buyer on account of any accounts receivable existing as of Seller subject to the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In Collection Agreement in accordance with the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameterms thereof.

Accounts Receivable. The All outstanding accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed attributable to consignments) goods sold or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date operation of the Balance Sheet Business (the “Accounts Receivable”), (a) have arisen from bona fide transactions involving the sale of goods or are collectible at their full respective amounts (net the rendering of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions services in the ordinary course of businessthe Company’s operation of the Business, consistent with past practice; (b) constitute only valid, undisputed claims of the Company; (c) are not subject to claims of set-off or other defenses or counterclaims; and (d) subject to a reserve for bad debts equal to 5% the aggregate Accounts Receivable as of the Closing Date, are collectible in full within 90 days after billing. The parties anticipate that the Company’s current provider of billing and collection services will provide a list of Accounts Receivable (which will exclude all QTC Receivables) as of the end of October 2014 in early November 2014 (the “AR Ledger”). Buyer shall deliver a copy of the AR Ledger to Sellers promptly upon receipt, and will be validSellers shall have five days from the date of delivery to dispute, binding and legally enforceable obligations at their full respective amounts (net in writing, all or any portion of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable information set forth in the Balance SheetAR Ledger. The Company agrees that it will use due diligence parties shall cooperate in good faith, and reasonable efforts shall work with the billing and collections company as necessary, to collect resolve all of Sellers’ disputes as soon as practicable. If Sellers agree with the accounts receivable existing information set forth in the AR Ledger or fail to deliver written notice of dispute within said five-day period, the Accounts Receivable balance set forth in the AR Ledger shall conclusively establish the Accounts Receivable as of the ClosingClosing Date. If Sellers timely deliver the notice of dispute, short the Accounts Receivable balance as subsequently agreed upon by the parties shall conclusively establish the Accounts Receivable as of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at the Closing will first be applied against old undisputed balance(s)Date. In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closingeither case, the uncollectible accounts will established Accounts Receivable as of the Closing Date shall be assigned referred to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue in this Agreement as the same“Closing AR”).

Accounts Receivable. The At the Closing, the Sellers shall deliver to the Purchaser a full and complete, aged list of all of Sellers’ Acquired Accounts Receivable (excluding all intercompany accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries receivable) as of the date thereofClosing appearing on the books of account of the Sellers, together with marketing programs, rebates, other than accounts receivable fully written off as uncollectible as discounts and set offs associated therewith. The “Book Value” of such date in accordance the Acquired Accounts Receivable shall be the value of the Acquired Accounts Receivable appearing on the books of account of the Sellers reduced by any rebates, discounts or set offs associated with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) any marketing programs that are not otherwise reflected or services rendered taken into consideration in the ordinary course of business, and are not subject to any return privileges, setPost-offs Petition Payables or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice)Accrued Expenses. The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover Purchaser will accept all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will Acquired Accounts Receivable and use due diligence and its good faith, reasonable best efforts to collect such Acquired Accounts Receivable until sixty (60) days after the accounts receivable existing as Closing (the “A/R Collection Deadline”). On the A/R Collection Deadline, (i) title to any uncollected Closing Date Acquired Accounts Receivable shall revert and be transferred to Sellers, and (ii) Purchaser shall provide to Sellers true, correct and complete books and records reflecting the collection of Acquired Accounts Receivable during such 60-day period. The difference between the collected Acquired Accounts Receivable and the aggregate amount of Closing Date Acquired Accounts Receivable shall be considered a deficiency, and the principal amount of the Closing, short Purchase Note shall be reduced by an amount equal to such deficiency (such reduction being applied to principal payments in reverse order of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(spayment). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.

Accounts Receivable. The accounts receivable reflected With respect to its Accounts Receivable: Section 10.1.1. Borrower hereby constitutes Bank, or any representative whom Bank may designate, as Borrower’s attorney-in-fact (i) to endorse the name on any notes, acceptances, checks, drafts, money orders or other evidence of payment or security interest that may come into Bank’s possession, and (ii) following the occurrence of an Event of Default, to sign Borrower’s name on any invoice or ▇▇▇▇ of lading relating to Accounts Receivable, on drafts against customers, assignments and certificates of Accounts Receivable, and notices to customers. Bank retains the right at all times after the occurrence of an Event of Default to notify Account Debtors that their respective Accounts Receivable have been assigned to Bank and to collect Accounts Receivable directly in its own name and to charge the collection costs and expenses, including reasonable attorneys’ fees to, the Loan Account. Bank has no duty to protect, insure, collect or realize upon the Accounts Receivable or other Collateral or preserve rights in them other than to act in a commercially reasonable manner. Borrower releases Bank from any liability for any act or omission relating to the Obligations, the Accounts Receivable or other Collateral or this Agreement, except Bank’s failure to act in a commercially reasonable manner. All amounts received by Bank in payment in Accounts Receivable assigned to it are to be credited to the Borrower’s Account upon receipt by Bank, conditioned upon collection by Bank of good funds in respect thereof. Section 10.1.2. Any of Bank’s officers, employees, or agents shall have the right, in Bank’s name (after the occurrence and during the continuance of an Event of Default) or in the Balance Sheet constituted all accounts receivable name of PSI and its Subsidiaries as Borrower, to request the verification of the date thereofvalidity, amount or any other matter relating to any Account Receivable by mail, telephone, facsimile transmission, telegraph, or other communication to Account Debtors. Section 10.1.3. Borrower shall keep accurate and complete records of its Accounts Receivable and accounts payable, and upon demand by Bank shall deliver to Bank copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports, relating to Borrower’s Accounts Receivable and accounts payable and such other matters and information relating to the status of the Accounts Receivable and accounts payable as Bank shall reasonably request. Section 10.1.4. Borrower shall promptly advise Bank: (a) of any material delay in Borrower’s performance of any of its obligations to any Account Debtor or the assertion of any claim, offset or setoff by any Account Debtor in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00); or (b) of the receipt of any Government Contract which is subject to the Federal Assignment of Claims Act of 1940; or (c) of the receipt of any cancellation or termination of, or the delivery of notice of default under, any Government Contract. Section 10.1.5. Borrower shall promptly execute any assignment and take any action requested or required by Bank with respect to any Account Receivable, the face value of which exceeds ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), which arises out of a Government Contract in order to insure compliance with the Federal Assignment of Claims Act of 1940. Section 10.1.6. Borrower shall maintain all Accounts Receivable free of all Encumbrances other than accounts receivable fully written off as uncollectible as those in favor of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, Bank and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samePermitted Encumbrances.

Accounts Receivable. The accounts receivable reflected in Schedule 3.13 hereof (which shall be provided as of February 28, 2011 by the Balance Sheet constituted all accounts receivable of PSI Sellers, and its Subsidiaries subsequently updated by the Sellers as of the date thereof, other than accounts Closing Date and delivered to Buyers after the Closing Date within 10 business days of Seller’s receipt of such updated schedule from the Companies) sets forth the Accounts Receivable and the identity and address of the party from whom such receivable fully written off as uncollectible is owing as of such date in accordance with consistently applied prior practiceeach of February 28, 2011 and the Closing Date, as applicable. All such accounts receivable To the knowledge of the Sellers and Navarre, after due inquiry, Schedule 3.13 is a true, complete and correct list of the Accounts Receivable as of each of February 28, 2011 and the Closing Date, as applicable. The Accounts Receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practices, represent bona fide claims against obligors for sales and are not subject other charges, and, except for returns and to the extent included in any return privilegesapplicable reserves (e.g. discounts, set-offs doubtful or counterclaims. Except as disclosed on SCHEDULE 4.17uncollectible accounts, such accounts receivable have been collected in full since the date of the Balance Sheet marketing development funds and other discount programs or advertising offered to customers) are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts . Except to the extent expressly included in the applicable reserves (net examples of which are described above) none of the allowance for doubtful accounts established with consistently applied prior practice)Accounts Receivable are subject to any claim of offset, recoupment, setoff or counter-claim, other than agreements relating to a right of return. The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable Except as set forth in the Balance Sheet. The Company agrees that it will use due diligence Schedule 3.13 hereof, no Person has any encumbrance on any of Accounts Receivable and reasonable efforts to collect the accounts receivable existing as none of the ClosingAccounts Receivable are subject to prior assignment and no agreement for deduction or discount has been made with respect to any of such Accounts Receivable, short other than agreements relating to a right of filing litigationreturn. Payments received Notwithstanding anything contained in this Section 3.13 to the contrary, in recognition of the fact that neither Navarre nor Sellers directly supervise the salespersons and other employees of the Sellers, neither Navarre nor Sellers make any representation or warranty with respect to any covenants, agreements, commitments or communications, whether written or oral, from a customer on accounts receivable where any salespersons or other employees of the Companies to any customer, client or obligor under any Accounts Receivable concerning such customer had a balance at Closing will first be applied against old undisputed balance(scustomer’s, client’s or obligor’s obligations to make any payments to the Companies with respect to such Accounts Receivable (including, without limitation, any amounts, timing, discounts, writedowns or the like). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.

Accounts Receivable. The accounts receivable reflected in (a) As soon as practicable after the Balance Sheet constituted all Closing Date, Buyer shall cause the Company to furnish the Stockholder with a complete and correct list (the "Receivables List") of the accounts receivable of PSI and its Subsidiaries the Company as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made Closing Date (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice"Closing Receivables"). All accounts receivable created after Buyer shall furnish the date of Stockholder with access to all such records and other information as the Balance Sheet up Stockholder may reasonably require to verify the amounts collected by Buyer with respect to the Closing will arise from valid transactions in Receivables. (b) For a period of 150 days after the ordinary course of businessClosing Date, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of Buyer shall cause the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient Company to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and commercially reasonable efforts to collect all of the Closing Receivables in accordance with billing and collection practices no less diligent than those applied by Buyer in the collection of its own accounts receivable existing as (provided that Buyer and the Company shall not be obligated to commence litigation to collect Closing Receivables) and Buyer shall deliver to the Stockholder, on or before each fifteenth calendar day of June and October 1997 a collection report ("Collection Report") setting forth: (i) the amount of collections of Closing Receivables during the immediately preceding three calendar months; (ii) the amount of Closing Receivables outstanding at the end of the Closingcalendar month immediately preceding the date of such report; (iii) if applicable, short the amount of filing litigation. Payments received from any Closing Receivables reclassified as uncollectible during the immediately preceding three calendar months in accordance with Buyer's normal accounting policies and practices; and (iv) if and to the extent requested by the Stockholder, the name of any payor of a customer on Closing Receivable during the three calendar months immediately preceding the date of such report, the date and amount of each such payment and, if available, an identification of the invoice or invoices to which each such payment relates. (c) For the purpose of determining amounts of Closing Receivables collected by the Company or Buyer, (i) if a payment is specified by the account-debtor as being in payment of a specific Closing Receivable, the payment shall be applied to that receivable and (ii) all payments by an account-debtor that are not specified as being in payment of a specific receivable shall be applied to accounts receivable where due in such customer amount from that account-debtor to the Company (or in the case of multiple accounts receivable in the same amount, to the earliest such receivable, except to the extent that such account-debtor has given notice that it is disputing or otherwise refusing to pay any specific receivable in whole or in part). (d) Buyer and the Company shall not compromise, settle or adjust the amount of any of the Closing Receivables without the prior written consent of the Stockholder. Buyer and the Company shall apply the same policies and practices to the extension of credit to an account-debtor which has a Closing Receivable that Buyer would apply if that account-debtor had a balance at comparable outstanding account receivable to Buyer. Buyer shall not solicit the payment of other accounts receivable owed to Buyer, the Company or any other affiliate of Buyer in preference to Closing will first Receivables. (e) At the request and expense of the Stockholder, Collection Reports and supporting documentation may be applied against old undisputed balance(s)audited from time to time by the Stockholder's independent certified public accountants on reasonable prior notice, during the Company's normal business hours and in such a manner so as to not disrupt the Company's ordinary course of operations. In the event connection with Closing Receivables reported at any time as uncollectible, Buyer and the Company is shall afford the Stockholder reasonable opportunity to be indemnified review the history of each such Closing Receivable. (f) To the extent that Buyer or the Company have not collected the full amount of the Closing Receivables reflected on the Receivables List (less the allowances for uncollectible accounts receivable over and above sales returns and concessions shown on the allowance for doubtful accounts existing immediately prior Unadjusted Balance Sheet), after giving effect to Closingall adjustments, concessions and settlements made and any reasonable collection fees paid, in each case in accordance Confidential Materials omitted and filed separately with the uncollectible accounts will be assigned Securities and Exchange Commission Asterisks denote such omissions with paragraph (b) hereof, by the date that is 150 days after the Closing Date (the "Settlement Date"), then Buyer shall submit to Shareholders at no additional consideration or cost the Stockholder an itemized statement of all uncollected Closing Receivables reflected on the Receivables List (less the amount of the reserve shown thereon), and the Stockholder shall remit to Shareholders so that Shareholders may pursue Buyer the sameamount set forth in such statement within 30 days after receipt of such statement.

Accounts Receivable. The accounts receivable reflected With respect to the Accounts Receivable, the Borrower represents and warrants that, unless otherwise indicated in writing by the Balance Sheet constituted Borrower: (a) all accounts receivable of PSI Accounts Receivable are genuine, are in all respects what they purport to be, are not evidenced by a judgment and its Subsidiaries as of the date thereofare evidenced by only one, other than accounts receivable fully written off as uncollectible as of such date if any, executed original instrument, agreement, contract, or document; (b) all Accounts Receivable represent undisputed bona fide transactions completed in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales the terms and provisions contained in any documents or agreements related thereto; (c) the face amount shown on any schedule of Accounts Receivable heretofore or hereafter provided to the Bank and all invoices and statements delivered to the Bank with respect to any Accounts Receivable are or will be actually and absolutely owing to the 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 (as opposed to consignments) or services rendered any agreement with any account debtor for any deduction therefrom, except for discounts and allowances allowed by the Borrower in the ordinary course of businessits business for prompt payment, and all of which discounts or allowances are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected reflected in full since the date calculation of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date face amount of the Balance Sheet up invoices to which such discounts or allowances relate; (e) to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net best of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" Borrower's knowledge, there are no facts, events, or conditions which in any way impair the validity or enforcement of the Accounts Receivable or tend to reduce the amount payable thereunder from the invoice face amount shown on any schedule of Accounts Receivable delivered to the Balance Sheet is sufficient Bank; (f) the Borrower has no knowledge of any 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 cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing treat as Eligible Accounts will, as of the Closingtime such request is made, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In conform in all requests to the event the Company is conditions to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sametreated as Eligible Accounts.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable Receivables arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and are not subject to any return privilegesother charges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable and have been collected in full since the date of the Balance Sheet or are collectible at their full respective in the book amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the 2011 Balance Sheet. Allowances for doubtful accounts and warranty returns as reflected in the Financial Statements have been prepared in accordance with GAAP consistently applied prior practice)and in accordance with Seller’s past 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 receivables. All accounts receivable created The Receivables arising after the date of the 2011 Balance Sheet up to and before the Closing will Date arose or shall arise from valid transactions in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and will be validother charges, binding and legally enforceable obligations at their full respective have been collected or are collectible in the book amounts (net of the allowance thereof, less allowances for doubtful accounts established and warranty returns determined in accordance with GAAP consistently applied prior practice). The "allowance and Seller’s past practices (except to the extent that modification was necessary for doubtful accounts" shown on the Balance Sheet is GAAP purposes) which are or shall be sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as provide for any losses which may be sustained on realization of the Closingreceivables. None of the Receivables is subject to any claim of offset, short recoupment, setoff or counter-claim, and to the knowledge of filing litigationSeller and the Principal Shareholders, no facts or circumstances exist (whether asserted or unasserted) that could reasonably give rise to any such claim. Payments received from a customer on accounts receivable where such customer had a balance No Receivables are contingent upon the performance by Seller of any obligation or contract other than normal warranty repair and replacement. Except for Liens which will be discharged or released at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately or prior to Closing, no Person has any Lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 4.02(f) of the uncollectible Disclosure Letter sets forth an accurate list of the Receivables, an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts will be assigned 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 Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the samelast 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 allowances for doubtful accounts reflected therein.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all All accounts receivable of PSI the Company and its Subsidiaries as of (“Accounts Receivable”), whether or not reflected on the date thereofLatest Balance Sheet, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose represent valid obligations arising from valid sales actually made (as opposed to consignments) or services rendered actually performed in the ordinary course of business, . The Accounts Receivable are current and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed collectible net of the reserves shown on SCHEDULE 4.17, such accounts receivable the Latest Balance Sheet (which reserves have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practiceGAAP and calculated consistent with past practice in the preparation of the Financial Statements). All accounts receivable created after the date None of the Balance Sheet up Accounts Receivable are subject to any claim of offset, recoupment, setoff, or counter-claim, and to the Closing will arise from valid transactions Sellers’ Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim, other than nominal cash discounts and routine billing disputes in the ordinary course of business. No amount of Accounts Receivable is contingent upon the performance by the Company or any of its Subsidiaries, and will be valida Seller or any of their respective Affiliates, binding and legally enforceable obligations at their full respective amounts of any obligation or Contract, other than such performance as has been completed (net excluding the “empty” portion of the allowance any “round trip” movement) or for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown which an adequate reserve or deferred revenue account is reflected on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Latest Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts has no obligation pursuant to collect the any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any accounts receivable existing previously collected by the Company. Except as set forth on Schedule 2.11(i), no Person has any Lien on any Accounts Receivable, no Account Receivable is subject to prior assignment, no Contract for deduction or discount has been made with respect to any such Accounts Receivable, and the Company has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Closing, short obligors of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event Accounts Receivable have refused or given notice that they refuse to pay the full amount thereof except for minor disputes or disagreements which have arisen in the ordinary course of business and which the Company is to be indemnified has made adequate provision for uncollectible uncollectability on the Latest Balance Sheet, and none of the obligors of such Accounts Receivable are an Affiliate of the Company or a Seller except for inter-company accounts among the Company and its Subsidiaries that are reflected in the Interim Financial Statements. Schedule 2.11(ii) sets forth an accurate list of the Accounts Receivable and notes receivable over of the Company, an aging of such Accounts Receivable and above notes receivable in the allowance aggregate and by customer, and indicates the amounts of allowances for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameaccounts.

Accounts Receivable. The accounts receivable reflected For a period of one hundred and eighty (180) days after the Closing, Purchaser will cause Sedeco to attempt to collect (and the Shareholder will refrain from all efforts in the Balance Sheet constituted this regard except to provide assistance to Sedeco upon Sedeco's request) all accounts receivable of PSI and its Subsidiaries Sedeco (other than the Southwest Receivables) outstanding as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made Closing Date (as opposed to consignmentsthe "Transferred Receivables") or services rendered in the ordinary normal course of businessits business (but without resort to litigation or the use of collection agencies or similar efforts, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance except where consistent with consistently applied prior past practice). All accounts receivable created after At the date Closing, the Shareholder shall deliver to Purchaser a true, correct and complete list of all of the Balance Sheet up Transferred Receivables, setting out in reasonable detail such information with respect thereto as Purchaser shall require (including, without limitation, aging), as of the most recent practicable date, which shall not be more than five (5) days prior to the Closing will arise from valid transactions in Date (the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice"Initial Transferred Receivables List"). The "allowance for doubtful accounts" shown on Shareholder shall further provide Purchaser, as soon after the Balance Sheet is sufficient Closing Date as practicable, but in no event later than the fifth (5th) business day after the Closing Date, with a true, correct and complete list of the Transferred Receivables, in form substantially equivalent to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing Initial Transferred Receivables List, as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where Closing Date (such customer had a balance at Closing will first be applied against old undisputed balance(slist being hereinafter referred to as the "Supplemental Transferred Receivables List"). In Purchaser will not compromise any of the event Transferred Receivables without the Company prior written consent of the Shareholder, which consent shall not be unreasonably withheld. On the date which is one hundred and eighty (180) days after the Closing Date (the "Settlement Date"), Purchaser will cause Sedeco to be indemnified for uncollectible accounts receivable over and above assign to the allowance for doubtful accounts existing immediately prior to ClosingShareholder, without warranty or recourse of any kind, the uncollectible accounts will be assigned uncollected Transferred Receivables, together with a schedule setting forth, to Shareholders at no additional consideration or cost the best of Sedeco's knowledge (i) the name of each customer who was an account debtor as of the Closing Date and who has made any payment on account of any Transferred Receivables since the Closing Date, (ii) the remaining balance of such account debtor's account then outstanding, and (iii) the aggregate amount of all then uncollected Transferred Receivables. On the Settlement Date, the Shareholder shall reimburse to Shareholders so Purchaser the amount by which the collected Transferred Receivables is less than Five Hundred Fifty Nine Thousand Three Hundred Sixty Five and 08/100 ($559,365.08) Dollars. Thereafter, neither Sedeco nor the Purchaser shall have any continuing obligation whatsoever with respect to the Transferred Receivables, provided, however, that Shareholders may pursue if Sedeco subsequently collects any Transferred Receivable reassigned to the sameShareholder, Purchaser shall cause Sedeco to promptly remit the amount thereof to the Shareholder.

Accounts Receivable. The accounts receivable reflected in (a) Attached hereto, for information purposes as Schedule 5.23(a), is a list of the Balance Sheet constituted all accounts receivable of PSI the Target Company and its 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 accounts receivable of the Target Company and the Subsidiaries as of the last day of the 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 (12) months after their due date thereofunder their specified trade terms or, other than accounts receivable fully written off as uncollectible as where no specified trade terms are applicable, the past accounting practice of such date the relevant Target Company and/or Subsidiary, net of any reserves made in accordance with consistently applied prior practicepast practices (to the extent consistent with applicable GAAP). All For purposes of the indemnification provisions of Article VIII, (i) the difference (if any) between the aggregate amounts of such accounts receivable arose from valid sales made and the amounts actually collected within such periods shall be treated as a single Claim (as opposed to consignmentsdefined in Section 8.4) or services rendered in the ordinary course even if more than one request for payment of businessamounts due is made, and are not subject (ii) accounts receivable shall be taken into account for this purpose only if the Buyer or its Affiliates (including the Target Company and the Subsidiaries after the Closing) have attempted to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, obtain collection of such accounts receivable have been collected using collection procedures at least equivalent to those described in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practiceSchedule 5.23(b)(ii). The "allowance for doubtful accounts" shown on Controlling Shareholder shall provide the Balance Sheet is sufficient to cover all doubtful accounts resulting from Buyer, not more than forty-five (45) days after the Closing Date, with a list of the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closinglast day of the month immediately preceding the Closing Date and reserves made with respect thereto, short certified by Ernst & Young to be accurate, complete and consistent with past 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 filing litigation. Payments received from a customer on the list of accounts receivable where such customer had a balance at and reserves. (c) Until the Closing will first be applied against old undisputed balance(s). In Date, all inter-company trade payables and all inter-company trade receivables, as the event case may be, payable by or to the Target Company is and/or the Subsidiaries shall continue to be indemnified for uncollectible accounts receivable over paid on their due date and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameunder normal commercial terms.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignmentsa) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created Promptly after the date of Closing Date, the Balance Sheet up Seller shall deliver to the Buyer a list of its accounts receivables relating to sales of services and products by Seller on and before the Closing will arise from valid transactions in Date (the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice"Accounts Receivables"). The "allowance for doubtful accounts" shown on Buyer shall use its reasonable best efforts to cooperate and assist the Balance Sheet is sufficient Seller and the Seller's Parent with the collection of the Accounts Receivable. Such reasonable best efforts may require the Buyer to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts take such actions to collect the Accounts Receivables as though they were accounts receivable existing as receivables of the ClosingBuyer, short including, without limitation, ceasing to continue to provide additional goods and services to account debtors that are delinquent in payment of filing litigationthe Accounts Receivables, provided, however, that the Buyer shall not be required to institute legal action against the account debtors. (b) The Buyer shall promptly remit to Seller's Parent all payments received by the Buyer with respect to the Accounts Receivables. Payments The Buyer shall treat the first payments received from a customer on accounts receivable where account debtors as being payments of the Accounts Receivables, except in the case of disputed invoices. The existence of any such customer had a balance at Closing will first disputed invoices shall be applied against old undisputed balance(s). In promptly communicated in writing by the event Buyer to Seller's Parent with reasonable detail therefor. (c) Not in limitation of the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closingforegoing, the uncollectible accounts Buyer will be assigned permit the Seller and Seller's Parent to Shareholders at no additional consideration have reasonable access to personnel and books and records of the Buyer relating to the collection of the Accounts Receivables and will provide periodic reports and such other information concerning the Accounts Receivables as the Seller or cost Seller's Parent may reasonably request from time to Shareholders so that Shareholders may pursue the sametime.

Accounts Receivable. The accounts receivable reflected in (a) Buyer agrees to the Balance Sheet constituted all following with respect to the collection of the pre-Closing accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made Seller: (as opposed to consignmentsi) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will Buyer shall use due diligence and commercially reasonable efforts to collect the any such accounts receivable existing as of the Closingand will follow credit collection practices substantially similar to Seller’s historical practices at Closing (but in no event shall Buyer be required to institute litigation or turn over delinquent accounts to any third party collection agency), short of filing litigation. Payments and (ii) any payments received from a customer on shall be applied to the accounts receivable where as directed by the customer (and if any payments are not so directed to a specific account receivable by the customer, Buyer will contact such customer had a balance at Closing will first and solicit its written instruction as to which outstanding account receivable the payment received should be applied against old undisputed balance(sto). In the event the Company is to be indemnified for uncollectible . (b) All pre-Closing accounts receivable over of Seller (including, without limitation, any pre-Closing accounts receivable owed by Enhanced Vehicle Applications, Inc. and above Pentair, Inc., regardless of whether the allowance same are being carried by Seller as accounts receivable on its books and records, including the Financial Statements) that remain uncollected by the Buyer one hundred and twenty (120) days after Closing shall be shall re-assigned by Buyer to Seller, and Seller and the Members, jointly and severally, shall promptly reimburse Buyer for doubtful the book value thereof without offset or deduction in respect of the Basket. (c) If any pre-Closing accounts existing immediately prior to Closing, the uncollectible accounts will be receivable of Seller are re-assigned to Shareholders at no additional consideration or cost Seller and Buyer subsequently receives a payment from a customer directing Buyer to Shareholders apply it to such receivable(s), Buyer shall promptly forward such payments to Seller (and if Buyer subsequently receives a payment from any customer that is not so that Shareholders may pursue directed to a specific account receivable, Buyer will contact such customer and solicit its written instruction as to which outstanding account receivable the samepayment received should be applied to).

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable (a) For a period of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made nine (as opposed to consignments9) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created months after the date of Closing Date, Parent shall cause the Balance Sheet up Company to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and commercially reasonable efforts to collect the accounts receivable existing as Accounts Receivable in the Ordinary Course of Business; provided, however, that Parent will not be obligated to cause the Company to institute litigation, engage any collection agency, legal counsel or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable. All amounts collected by the Company after the Closing from an account debtor will be applied first to the Accounts Receivable of such account debtor in the order of their origination, unless the account debtor disputes such Accounts Receivable or designates or specifies payment of a different Accounts Receivable. If, by the opening of business on the Business Day following the date that is the nine-month anniversary of the ClosingClosing Date, short less than 100% of filing litigationthe total amount of the Accounts Receivable included in the calculation of Actual Net Working Capital as finally determined pursuant to Section 3.3 (less the amount of doubtful accounts included within the calculation of the Actual Net Working Capital as finally determined pursuant to Section 3.3) has been collected by the Company (such shortfall amount, the “Uncollected A/R Amount”), then (a) Parent will provide to the Shareholders’ Representative, within ten (10) Business Days thereafter, a written collection report in respect of the Accounts Receivable prepared in good faith and accompanied by reasonable supporting documentation, showing the Accounts Receivable collections for such nine-month period and the Uncollected A/R Amount and (b) Parent shall be entitled to deduct, release and retain the Uncollected A/R Amount from the Indemnity Holdback Amount in an aggregate amount not to exceed $500,000 (the “Uncollected A/R Cap”). Payments received Parent shall reasonably cooperate with the Shareholders’ Representative in answering any questions raised by the Shareholders’ Representative in connection with its review of the collection report provided by Parent. (b) For the avoidance of doubt, recovery from the Indemnity Holdback Amount up to the Uncollected A/R Cap shall be the sole and exclusive remedy available to Parent or any of its Affiliates against the Shareholders, the Shareholders’ Representative, or any of their respective Affiliates or otherwise, arising out of or relating to the Uncollected A/R Amount and neither Parent nor any of its Affiliates shall have any claim against the Shareholders, the Shareholders’ Representative, or any of their respective Affiliates or any of their respective managers, officers, directors, partners, members, stockholders, employees, advisors, consultants, agents or other representatives in respect thereof. (c) Concurrent with any setoff of the Uncollected A/R Amount against the Indemnity Holdback Amount pursuant to Section 3.4(a), Parent shall cause the Company to assign to the Shareholders’ Representative, for the benefit of the Shareholders (in accordance with their Pro Rata Shares), all right, title and interest in and to the Accounts Receivable comprising the Uncollected A/R Amount that was set-off against the Indemnity Holdback Amount (the “Uncollected Accounts”), free and clear of Encumbrances, which assignment shall be in form reasonably acceptable to the Shareholders’ Representative; provided, however, that, in exercising any collection efforts with respect to any Uncollected Account of a customer set forth on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In Section 4.21(a) of the event Disclosure Schedules, the Shareholders’ Representative shall utilize ordinary collection methods and procedures as historically utilized by the Company is but that do not include the use of, or the threat to use, a collection agency (or related service provider) or the commencement of litigation, except with Parent’s prior written consent (such consent not to be indemnified for uncollectible accounts receivable over and above unreasonably withheld, delayed, denied, or conditioned) (the allowance for doubtful accounts existing immediately prior “Collection Protocols”); provided, further, that, if Parent withholds such consent with respect to Closingany Uncollected Account(s) of a customer in excess, in the aggregate, of $200,000, the uncollectible accounts will be assigned Collection Protocols shall not apply to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samesuch customer.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI Buyer hereby covenants and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose agrees that from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, Date it shall devote appropriate personnel and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and commercially reasonable efforts to collect the accounts receivable existing as Accounts Receivable set forth on Schedule 4.19 (and the Accounts Receivable included in the Final Working Capital, if different), which efforts shall at a minimum be reasonably consistent with the Buyer’s efforts to collect its other Accounts Receivable. In no event shall the Buyer discount or otherwise waive any right with respect to such Accounts Receivable without the prior written consent of the ClosingSeller (which consent shall not be unreasonably withheld). The Buyer shall provide the Seller with such status updates with respect to collection of such Accounts Receivable as the Seller may reasonably request from time to time but at no greater frequency than once per month. To the extent the Buyer is having difficulty collecting any such Account Receivable , short of filing litigation. Payments received from a customer on accounts receivable where the Buyer may notify the Seller and the Seller shall cooperate in collecting such customer had a balance at Closing will first be applied against old undisputed balance(s)Account Receivable jointly with Buyer. In the event the Company is Buyer has materially complied with its obligations pursuant to this Section 13.4 and any such Accounts Receivable are still not collected within one hundred fifty (150) days of the Closing Date, resulting in a breach of the Seller’s representations and warranties set forth in Section 4.19, then the Buyer may, by delivery of written notice to the Seller within thirty (30) days of the expiration of such one hundred fifty (150) day period specifically identifying which of such Accounts Receivable have not been collected and the outstanding balance(s) thereof, elect to require the Seller to repurchase such Accounts Receivable from the Buyer at the face value reflected in the Final Working Capital as determined pursuant to Section 3.4; provided, that such amount shall include any discounted amounts consented to by the Seller in writing. To the extent the Final Working Capital includes a reserve for Accounts Receivable, Seller shall only have an obligation to purchase such Accounts Receivable net of such reserve. Upon payment in full for any such uncollected Accounts Receivable, which payment shall be made by the Seller to the Buyer within three (3) business days of receipt by the Seller of the Buyer’s written notice of its election pursuant to the immediately preceding sentence, such uncollected Accounts Receivable shall be assigned back to the Seller pursuant to documentation to be indemnified mutually agreed upon by the Buyer and Seller, and the Seller shall be entitled to pursue collection of such Accounts Receivable for uncollectible accounts receivable over its own account subject to the limitations set forth herein. The Seller’s right to pursue collection of such uncollected Accounts Receivable shall be subject to the right of the Buyer to receive reasonable notice of, and above participate in, any material conversations or other material communications by the allowance for doubtful accounts existing immediately Seller with the applicable account debtors regarding any alleged issues of Seller performance based upon which such account debtors are refusing to pay or demanding a discount. Seller shall not initiate or threaten a lawsuit or any legal proceeding against any such account debtor of such uncollected Accounts Receivable without the prior to Closingwritten consent of the Buyer. Buyer shall not unreasonably withhold such consent; however, the uncollectible accounts will parties agree that to the extent Buyer can show a material risk of negative economic impact on Buyer’s relationship with the account debtor (assuming that such account debtor acts in material compliance with applicable Law in its relationship with the Buyer) as a result of initiating, threatening or prosecuting such a lawsuit or legal proceeding, such showing constitutes a reasonable withholding of consent. The Buyer’s right to require the Seller to repurchase the relevant Accounts Receivable included in the Specified Assets is the Buyer’s sole and exclusive remedy for breach of the Seller’s representations and warranties contained in Section 4.19. Any dispute under this Section 13.4 with respect to the value of any Account Receivable shall be assigned submitted to Shareholders at no additional consideration or cost the Accounting Firm for resolution pursuant to Shareholders so that Shareholders may pursue the same3.4.5.

Accounts Receivable. The (a) Dover guarantees that net of any general or specific reserves related to accounts receivable reflected receivable, being understood that such reserves shall be applied on an aggregate basis, shown in the Balance Sheet constituted all accounts receivable Consolidated Financial Statements or on the accounting records of PSI and its Subsidiaries the Alphasem Group Companies as of the date thereof, other than accounts receivable fully written off Closing Date or transferred as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date part of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after Alphasem Asia Business and the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of businessAlphasem Suzhou Business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable contained in Schedule 7.1.6 which are outstanding vis-à-vis Third Parties are fully collectible within two hundred and ten (210) days after the Closing Date; provided that the Alphasem Group Companies and/or Kulicke and/or any of their Affiliates have, after the Closing Date, made efforts and exercised a level of care in trying to collect the relevant accounts receivables customary and in compliance with past practice and the principles of a prudent business person in like circumstances and taking into account the specific contractual relationship with the respective Third Party. (b) If, despite the due efforts and level of care as set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect preceding paragraph, Kulicke or the Alphasem Group Companies or their Affiliates, as relevant, have not collected the net carrying value of said accounts receivable existing within the specified time period, Kulicke or the Alphasem Group Companies or their Affiliates, as relevant, shall sell and assign to Dover, and Dover shall accept such assignment and purchase, any such uncollected accounts receivable for an amount equal to their respective net carrying value (taking into account any general or specific reserves related to accounts receivable). Kulicke shall notify Dover of the Closing, short relevant amount of filing litigation. Payments received from a customer on uncollected accounts receivable where within two hundred (200) days after the Closing Date and Dover shall purchase such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful within thirty (30) days after deliver of such notice to Dover; provided, however, that with respect to any accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.receivable re-purchased by Dover in accordance with this Section

Accounts Receivable. The All accounts receivable reflected in the Interim Financial Statements and accounts receivable that are reflected on the books of the Company and the Company Subsidiaries since the Balance Sheet constituted all Date (net of allowances for doubtful accounts receivable of PSI as reflected thereon and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date determined in accordance with consistently applied prior practice. All such accounts receivable arose GAAP) (a) are obligations arising from valid bona fide sales actually made (as opposed to consignments) or services rendered actually performed in the ordinary course Ordinary Course of business, Business and (b) are not subject to any return privilegesknown refunds or adjustments or any defenses, set-offs rights of set off, assignment, restrictions, security interests or counterclaimsother Liens. Except as disclosed set forth in Schedule 4.20(a), as expressly set forth on SCHEDULE 4.17the face of the Interim Financial Statements or, following the Effective Date, the books of the Company and the Company Subsidiaries, neither the Company nor the Company Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable, except for any accounts receivable the failure of which to be paid would not reasonably be expected to have been collected in full since a Material Adverse Effect. Since the date of the Balance Sheet or are collectible at their full respective amounts (net Date, there have not been any write-offs as uncollectible of allowance for doubtful accounts established in accordance with consistently applied prior practice). All any customer accounts receivable created after and there are no disputes regarding the date collectability of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful any such accounts established with consistently applied prior practice)receivable. The "allowance for doubtful accounts" shown on Company and the Balance Sheet is sufficient to cover all doubtful Company Subsidiaries has not factored any of its accounts resulting from the accounts receivable receivable. Except as set forth in Schedule 4.20(b), to the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect Company’s Knowledge, (i) the accounts receivable existing as obligors in respect of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event Company’s and the Company is Subsidiaries’ accounts receivables are not in or subject to be indemnified a bankruptcy or insolvency proceeding and (ii) none of the Company’s and the Company Subsidiaries’ accounts receivables have been made subject to an assignment for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samebenefit of creditors.

Accounts Receivable. The accounts receivable reflected in shown on the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and are not subject to any return privilegesother charges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable and have been collected in full since the date of the Balance Sheet or are collectible at their in full respective within six months in the book amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with consistently applied prior practice)GAAP and in accordance with the Edgetech Entities’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. All The accounts receivable created of the Edgetech Entities arising after the date of the Balance Sheet up to Date and before the Closing will Date arose or shall arise from valid transactions in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and will be validother charges, binding and legally enforceable obligations at their full respective have been collected or are collectible in the book amounts (net of the allowance thereof, less allowances for doubtful accounts established and warranty returns determined in accordance with GAAP consistently applied prior practiceand the Edgetech Entities’ past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the receivables. No Person has any lien on any of such accounts receivable other than Permitted Encumbrances. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Edgetech Entities (the “Receivables”). The "allowance , an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth and warranty returns, in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing each case as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameAgreement Date.

Accounts Receivable. The accounts receivable All outstanding Accounts Receivable reflected in on the Balance Sheet constituted all accounts receivable (and which will be reflected on the Closing Date Balance Sheet) (i) have arisen (and will arise) in bona fide 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 applicable Balance Sheet in accordance with GAAP (the "RESERVES"), and (iii) are collectible in the ordinary course of PSI ▇▇▇▇▇▇▇ Adler's business. All receivables arose (and its Subsidiaries as will have arisen prior to the Closing Date) in the ordinary course of business and none of the date obligors of such receivables have refused or given notice that it refuses to pay the full amount thereof. No receivables are subject to prior assignment, claim or other Lien, other than accounts receivable fully written off as uncollectible as described in SCHEDULE 5.7. ▇▇▇▇▇▇▇ ▇▇▇▇▇ has no liability for any refunds, allowances, returns or discounts in respect of such date products manufactured, processed, distributed, shipped or sold by it or for its account except to the extent of the reserves and liabilities therefor reflected on the applicable Balance Sheet in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (GAAP and except as opposed to consignments) or services rendered otherwise incurred in the ordinary course of business. Where receivables arose out of secured transactions, all financing statements and are not subject other instruments required to any return privileges, set-offs be filed or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable recorded to perfect the title or security interest of ▇▇▇▇▇▇▇ ▇▇▇▇▇ have been properly filed and recorded. After the Closing Date, Purchaser will not have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied by ▇▇▇▇▇▇▇ ▇▇▇▇▇ prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown Date or any receivables reflected on the Closing Date Balance Sheet is sufficient to cover all doubtful accounts resulting from which Purchaser collects after the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameDate.

Accounts Receivable. Buyer is purchasing the Accounts Receivable of the Seller with respect to the Acquired Businesses. The accounts receivable reflected Purchase Price payable at the Closing set forth in Section 2(c) includes an allocation to Accounts Receivable equal to 85% of the Balance Sheet constituted all accounts receivable book value of PSI and its Subsidiaries the Accounts Receivable determined in accordance with GAAP as of the date thereofClosing Date, other than accounts receivable fully written off subject to adjustment as uncollectible as provided in Section 2(g)(B) hereof. The amount equal to the remaining 15% of such date in accordance with consistently applied prior practice. All the Accounts Receivable shall be paid by Buyer to Seller when collected by Buyer after Buyer collects an amount of such accounts receivable arose from valid sales made equal to 85% of the book value as of the Closing Date (such payments are referred to herein as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims“Deferred Accounts Receivable Payment(s)”). Except as disclosed on SCHEDULE 4.17, such Accounts Receivable shall mean gross accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of less an allowance for doubtful accounts established determined in accordance with consistently applied prior practice)GAAP. All accounts receivable created after the date of the Balance Sheet up to Following the Closing will arise from valid transactions in the ordinary course of businessDate, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will Buyer shall use due diligence and commercially reasonable efforts to collect the gross accounts receivable existing outstanding as of the ClosingClosing Date, short of filing litigation. Payments received from a customer on provided that Buyer shall not make any concessions or grant any discounts or approve any writeoffs with respect to any such gross accounts receivable where without the approval of Seller which approval shall not be unreasonably withheld; and provided, further, that in the event Buyer makes any concessions or grants any discounts or approves any writeoffs with respect to any such customer had a balance at gross accounts receivable without the approval of Seller, Buyer shall be immediately required to pay Seller an amount equal to the aggregate remaining 15% of Accounts Receivable as of the Closing will first be applied against old undisputed balance(sDate less all Deferred Accounts Receivable Payments previously made pursuant to this §2(h). In Notwithstanding the event foregoing, Buyer may make, without the Company is approval of Seller, concessions, discounts or writeoffs of up to be indemnified for uncollectible $39,000 of gross accounts receivable over and above in the aggregate or up to $10,000 with respect to any individual customer’s gross accounts receivable outstanding, provided that any such concession, discount or writeoff is charged against the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameaccounts.

Accounts Receivable. The All existing accounts receivable of the Group Companies (including those that are Contributed Assets, but excluding any accounts receivable between any of the Group Companies or any of the Group Companies and the Seller or any Affiliate of Seller occurring in the Ordinary Course of Business), including those accounts receivable reflected in on the Interim Business Balance Sheet constituted all that have not yet been collected and those accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable that have been collected in full arisen since the date of the Interim Business Balance Sheet and that have not yet been collected (the “Receivables”), arose from bona fide transactions with Persons not Affiliated with the Group Companies and in the Ordinary Course of Business and applicable Law and constitute (a) legal, valid and binding obligations of the obligors thereon, and (b) valid, undisputed claims of the Group Companies not subject to valid claims of setoff or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice)other defenses or counterclaims. All accounts receivable created after Since the date of the Interim Business Balance Sheet up Sheet, the Group Companies (and the Iconex Companies with respect to the Business, the Contributed Assets or the Assumed Liabilities prior to the Reorganization and, to the Knowledge of Seller, with respect to the Business on behalf of the Group Companies, the Contributed Assets and the Assumed Liabilities after the Reorganization) have collected Receivables consistent with past practices, included with respect to the schedule of receipt thereof and has not accelerated payment thereof. There is no Encumbrance, other than Permitted Encumbrances, on any of the Receivables that will not have been discharged on or prior to the Closing will arise from valid transactions in the ordinary course of businessDate, and will be valid, binding and legally enforceable obligations at their full respective amounts (net no request or agreement for deduction or discount has been made with respect to any of the allowance Receivables, except as reflected in reserves for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Interim Business Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.

Accounts Receivable. The accounts receivable reflected in Seller constitutes and appoints Buyer as its exclusive agent for the Balance Sheet constituted purpose of collecting all accounts receivable of PSI and its Subsidiaries the Accounts Receivable as of the date thereofClosing Date that are included in the Purchased Assets. Buyer is authorized and empowered, in the name and on behalf of Seller, to take all legally permissible actions and to cause all such actions to be taken as are or may become necessary to collect such Accounts Receivable, including the power and authority to endorse checks, drafts and other than negotiable instruments made payable to Seller, the ability to demand and receive payments under and pursuant to the terms of letters of credit issued for the benefit of Seller, and the ability to deposit the proceeds from each of the foregoing into an account or accounts receivable fully owned or maintained by Buyer. Buyer shall not agree with any customer to the reduction or compromise of any amounts that were due to Seller at or prior to the Closing without Parent’s prior written consent, which consent shall not be withheld unreasonably. All Accounts Receivable that are included in the Purchased Assets but not collected by Buyer within one hundred twenty (120) days following the Closing Date (the “Delinquent Accounts”) shall first be off as uncollectible as set against any reserve for bad debts on the books of Seller at the Closing and to the extent in excess of that amount shall be repurchased by Seller or Parent at the full invoiced amount of such date in accordance with consistently applied prior practiceDelinquent Account, at Parent’s option, either pursuant to a direct cash payment to Buyer or an offset of the Seller Note. All such accounts receivable arose from valid sales made (as opposed repurchased Delinquent Accounts shall be assigned by Buyer to consignments) Seller. All sums received by Buyer for Delinquent Accounts repurchased by Seller shall be remitted to Seller on a monthly basis less any outside collection fees or services rendered legal fees and expenses actually incurred by Buyer in the ordinary course collection of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameDelinquent Accounts.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries If, as of March 31, 2012, the date thereofCompany has not collected in full without set-off or counterclaim all of the Receivables (as defined below) after using commercially reasonable efforts, other than accounts receivable fully written off as uncollectible 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 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 consistently applied prior practicethe Company’s customary business practices. All such accounts receivable arose from valid sales made (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 opposed to consignments) or services rendered in the ordinary course of businessapplicable, by June 30, 2012, and for which Buyer is entitled to recourse 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 subject so collected or collectible, as applicable, shall be the Indemnity Escrow. Following any such payment from the Indemnity Escrow and if requested by the Shareholders, (a) Buyer shall assign to the Shareholders (in accordance with their respective Pro Rata Portions), any return privilegesuncollected Receivables for which the Shareholders reimbursed Buyer to the extent of their reimbursement, setand shall, if requested by the Shareholders, provide, and shall cause the Company and its employees to provide, reasonable cooperation to assist the Shareholders in their efforts to collect any such assigned Receivables (provided that none of Buyer, the Company or any of their respective employees shall be required to bear any unreimbursed out-offs of-pocket costs in connection with providing such cooperation), and (b) Buyer agrees that if uncollected Receivables for which Buyer is paid from the Indemnity Escrow are subsequently collected by Buyer, the Company or counterclaimsany of Buyer’s other Subsidiaries, then Buyer shall promptly (and, in any event within five (5) Business Days of collection) pay a refund to the Shareholders (in accordance with their respective Pro Rata Portions), to the extent of such collections. Except as disclosed on SCHEDULE 4.17For purposes of this Section 3.4, such “Receivables” means all accounts and notes receivable have been collected in full since the date of the Company (both current and retainage) set forth on the final Closing Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practiceany reserves). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same.

Accounts Receivable. The (a) All accounts receivable that are reflected in on the Balance Sheet constituted all accounts receivable accounting records of PSI and its Subsidiaries B▇▇▇▇▇▇ as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose Closing Date (but excluding any Excluded Assets) represent or will represent valid obligations arising from valid sales actually made (as opposed to consignments) or services rendered actually performed by B▇▇▇▇▇▇ in the ordinary course Ordinary Course of business, and are not subject to any return privileges, set-offs or counterclaimsBusiness. Except as disclosed on SCHEDULE 4.17to the extent paid prior to the Closing Date, such accounts receivable have been collected in full since the date are or will be as of the Balance Sheet or are Closing Date current and collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practicerespective reserves shown on Schedule 5.8(a). Subject to such reserves, each of such accounts receivable either has been or will be collected in 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 B▇▇▇▇▇▇, under any contract with any 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), B▇▇▇▇▇▇ makes no representation other than that they represent valid obligations arising from sales actually made. The "allowance for doubtful accounts" M/I Accounts will be treated provisionally as having a value equal to 100% of the amounts shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance SheetSchedule 5.8(b). The Company agrees that it Buyer will use due diligence and commercially reasonable efforts to collect the M/I Accounts. B▇▇▇▇▇▇ shall cooperate with Buyer as reasonably requested, and Buyer shall not settle the M/I Accounts without the prior approval of B▇▇▇▇▇▇. Buyer shall provide B▇▇▇▇▇▇ with such information concerning collections on the accounts receivable existing as B▇▇▇▇▇▇ may request. (c) On the date 180 days from the Closing Date, Buyer shall send a statement to B▇▇▇▇▇▇ 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 Closingdate of calculation has not been applied to uncollectible accounts. Upon payment of the statement, short of filing litigationBuyer shall convey to Brawley any remaining interest it may have in the M/I Accounts. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first B▇▇▇▇▇▇'▇ obligation to pay the amount provided in this Section 5.8(c) shall not be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closingsubject to, or taken into account under, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameprovisions of Section 9.2.

Accounts Receivable. In the event of any delinquency or nonpayment of any portion of a Long Term Note, the Shareholders shall be obligated to satisfy such deficiency in the same manner as specified below for all other receivables of the Acquired Corporations. The Surviving Corporation will use reasonable efforts in accordance with its customary collection practices to collect all such notes receivable, the accounts receivable receivable, debit balances in the company payables of the Acquired Corporations. However, if, after the last day of the three-month period commencing on the Closing Date, the Surviving Corporation shall not have received payment of the accounts receivable, notes receivable, debit balances in the company payables (other than Long Term Notes) of the Surviving Corporation in the aggregate amount reflected in the Acquisition Audited Balance Sheet constituted all accounts receivable Sheet, less the reserve for bad debts stated therein, then, upon notice to the Shareholders, and the submission to him from time to time of PSI and its Subsidiaries as reasonable evidence of nonpayment, the Shareholders shall at such times be unconditionally obligated to forthwith pay the full amount of the date thereof, other than accounts receivable fully written off as uncollectible as difference to the Surviving Corporation against the delivery to the Shareholders of an assignment of such date in accordance with consistently applied prior practicedefaulted accounts, notes, balances and payables and of any security held for any such accounts, notes, balances and payables. All In such accounts receivable arose from valid sales made (as opposed event, the Shareholders shall have the right to consignments) or services rendered institute any collection proceedings desired in the ordinary course name of businessthe Agency, provided that the Shareholders shall indemnify and hold harmless the Surviving Corporation from and against any and all demands, claims, actions and causes of action arising out of or in any manner relating to or arising out of any such collection proceeding, and are not subject to from and against any return privilegesand all loss, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17damage, such accounts receivable have been collected liability, cost and expense, including attorneys' fees at the trial level and in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance connection with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of businessall appellate proceedings, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameincident thereto.

Accounts Receivable. Sellers will deliver to Purchaser an aging schedule as of a date not more than five (5) days prior to the Closing Date which is true, correct and complete, of the accounts receivables, both trade and non-trade, of the Company as of that date. The reserves for doubtful receivables and uncollectible accounts receivable that will be reflected in on the Balance Sheet constituted all accounts receivable books of PSI and its Subsidiaries the Company as of the date thereofClosing Date will not exceed Three and One-half Percent (3.5%) of the then aggregate accounts receivable, other than and will be sufficient to provide for any losses that may arise in connection with the collection of the accounts receivable. Except for the accounts receivables set forth on Schedule 2.16 which have special payment terms (the "Extraordinary Accounts Receivable"), the accounts receivable fully written off as uncollectible reflected on the books of the Company as of the Closing Date, net of such date reserves, will be fully collectible in accordance with consistently applied prior practicethe ordinary course of business within one hundred twenty (120) days after the Closing Date, without resort to legal proceedings. The Extraordinary Accounts Receivable will be fully collectible, without resort to legal proceedings, within the time periods set forth on Schedule 2.16. All of such accounts receivable arose from will represent valid sales made (as opposed to consignments) or services rendered claims that have arisen in the ordinary course of business. If, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and Purchaser's commercially reasonable efforts to collect the such accounts receivable, accounts receivable existing as in excess of such reserve are not collected after one hundred twenty (120) days after the Closing, short or, in the case of filing litigation. Payments received from the Extraordinary Accounts Receivable, within the time periods set forth on Schedule 2.16, and Purchaser is indemnified by the Sellers pursuant to the terms of Article IX hereof as a customer on result of the breach of this Section 2.16, then Purchaser will assign to Sellers all such accounts receivable where not collected within such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company time period and for which such indemnification is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samemade.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance SheetDisclosure Schedule, to the knowledge of the Target and the Principal Target Shareholders, all outstanding accounts receivable included in the Financial Statements (i) have arisen in bona fide transactions, (ii) are 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 applicable Financial Statements in accordance with GAAP (the "Reserves"), and (iii) are collectible in the Ordinary Course of Business, except the Reserves. All receivables arose (and will have arisen prior to the Closing Date) in the Ordinary Course of Business and none of the obligors of such receivables has refused or given notice that it refuses to pay the full amount thereof. No receivables are subject to prior assignment, claim or other lien. The Company agrees that Target has no liability for any refunds, allowances, returns or discounts in respect of services provided by it will use due diligence and reasonable efforts or for its account except to collect the accounts receivable existing as extent of the Closingreserves and liabilities therefor reflected on the applicable Financial Statements in accordance with GAAP and except as otherwise incurred in the Ordinary Course of Business. Where receivables arose out of secured transactions, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is all financing statements and other instruments required to be indemnified for uncollectible accounts receivable over filed or recorded to perfect the title or security interest of the Target have been properly filed and above recorded. To the allowance for doubtful accounts existing immediately knowledge of Target or any Principal Target Shareholder, after the Closing Date, Buyer will not have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables collected by the Target prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration Closing Date or cost to Shareholders so that Shareholders may pursue any receivables reflected on the sameFinancial Statements which the Surviving Corporation collects after the Closing Date.

Accounts Receivable. The Buyer agrees to fully cooperate with and assist the ▇▇▇▇▇▇▇ Entities in their collection of the 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 ▇▇▇▇▇▇▇ Entities reasonably adequate space, equipment, and facilities at the Facilities to permit an employee of the ▇▇▇▇▇▇▇ Entities to review and process the accounts receivable reflected after the Effective Time, and to provide such employee with full access to the collection records with respect to the patients and residents owing such accounts receivable. Any funds received by Buyer which are due and payable to the ▇▇▇▇▇▇▇ Entities under this Section 8.2.11 shall be deemed to be held in trust by Buyer for the Balance Sheet constituted ▇▇▇▇▇▇▇ Entities' benefit and shall be remitted to the ▇▇▇▇▇▇▇ Entities no less frequently than once a month beginning fifteen (15) days after the Closing. Buyer shall assume responsibility for the billing for and collection of payments on account of services rendered by it at the Facilities on and after the Effective Time. The ▇▇▇▇▇▇▇ Entities shall retain all accounts receivable of PSI rights in and its Subsidiaries as title to the Accounts Receivable prior to the Effective Date and shall retain full responsibility for the collection thereof. The ▇▇▇▇▇▇▇ Entities agree that they may not institute legal action against any current resident at one of the date thereofFacilities in order to collect the Accounts Receivable without Buyer's prior written consent, other than accounts receivable fully written off as uncollectible as which shall not be unreasonably withheld; provided, however, that with respect to any current resident for which consent is reasonably withheld, all payments received on behalf of such date resident shall thereafter be processed, to the extent permitted by applicable law, on a FIFO basis until the ▇▇▇▇▇▇▇ Entities are paid in full. All third party payor payments (Medicare, Medicaid, etc.) received by Buyer from and after the Effective Time shall relate to the pre-Effective Time or post-Effective Time account of the resident for whom the payment is made in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course dates of businessservice indicated on the remittance, and are not subject Buyer shall remit to the applicable ▇▇▇▇▇▇▇ Entities within fifteen (15) business days of its receipt thereof any return privilegespayment received by Buyer that applies to a pre-Effective Time account, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date together with a copy of the Balance Sheet remittance advice. In addition, Buyer shall remit to the ▇▇▇▇▇▇▇ Entities within fifteen (15) business days of its receipt thereof any repayment or are collectible at their full respective amounts reimbursement received by Buyer arising out of cost reports filed for the cost reporting period ending prior to the Effective Time. The ▇▇▇▇▇▇▇ Entities agree that any payment, whether received by the ▇▇▇▇▇▇▇ Entities from private pay patients or as repayment or reimbursement arising out of cost reports, that pertain to the period from and after the Effective Time shall be remitted by the ▇▇▇▇▇▇▇ Entities to Buyer within fifteen (net 15) business days of allowance for doubtful accounts established the ▇▇▇▇▇▇▇ Entities' receipt thereof to be applied and/or disbursed by Buyer in accordance with consistently applied prior practice). All accounts receivable created after the date terms of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samethis Section.

Accounts Receivable. The accounts receivable reflected in of the Company as set forth on the Interim Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of and/or arising since the date thereofthereof are valid and genuine; have arisen solely out of bona fide sales and deliveries of goods, performance of services and other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered business transactions in the ordinary course of business, and business consistent with past practice; are not subject to any return privilegesvalid defenses, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17; and are collectible within one hundred twenty (120) days after billing at the full recorded amount thereof less, such in the case of accounts receivable have been collected in full since appearing on the date of Interim Balance Sheet, the recorded allowance for collection losses on the Interim Balance Sheet or are collectible at their full respective amounts (net of and in each case discounts for early payment noted thereon. The allowance for doubtful accounts established collection losses on the Interim Balance Sheet has been determined in accordance with consistently applied prior generally accepted accounting principles consistent with past practice). All To the best of the Company's and each Shareholder's knowledge after due inquiry, no customer, client or vendee of the Company has repeatedly or persistently failed to pay amounts due to the Company within one hundred twenty (120) days after billing. Neither the Company nor any representative of the Company has any oral or written agreements or side deals with respect to the payment, billing or collection of accounts receivable created after the date with any customers, clients or vendees of the Balance Sheet up Company, or any individuals associated therewith, and there are no existing, or, to the Company's best knowledge after inquiry, threatened or suspected disputes regarding any services rendered or bill▇▇▇▇ ▇▇ such customers, clients or vendees. After the Closing Date, the Company will arise not be obligated to return any amounts previously collected from valid transactions in the ordinary course its customers, clients or vendees as a result of businessany written or oral agreement, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable understanding or guaranty existing as of the ClosingClosing Date. For purposes of this Section 4.1.9, short of filing litigation. Payments received from the QuadraMed Entities acknowledge and agree that, unless otherwise specified by a customer on or client, all amounts collected with respect to the Company's accounts receivable where arising prior to the Closing shall be applied to the oldest account with respect to such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameclient.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing Effective as of the Closing, short except as may otherwise required by the Subcontract Agreement and Transition Services Agreement, the Company hereby irrevocably constitutes and appoints Purchaser the Company’s true and lawful attorney-in-fact, with full power of filing litigation. Payments substitution, in the Company’s name, place and stead to endorse the Company’s name on any checks and other remittances received from a customer on accounts receivable where such customer had a balance at account of the Company Receivables and the Company Work-in-Process included in Purchased Assets as of the Closing will first be applied against old undisputed balance(s)and to perform all other acts necessary or desirable to collect the Company Receivables and amounts received with respect to the Company Work-In-Process for Purchaser’s account. In accordance with the event Transition Services Agreement, the Company is agrees that it shall promptly after receipt after the Closing, transfer and deliver to Purchaser any cash or other property that the Company may receive in respect of such Company Receivables or on account of the Company Work-In-Process, and any mail, checks or other documents received by the Company relating to any of the Purchased Assets or Assumed Liabilities, such cash, property, mail, checks and documents to be indemnified delivered in the form and condition in which received, except for uncollectible accounts the opening of any envelope or package. The Company shall use its commercially reasonable efforts to assist Purchaser in the collection of Company Receivables and all amounts receivable over on account of the Company Work-In-Process after the Closing to the extent requested by Purchaser. Purchaser shall use its commercially reasonable efforts in the collection of Company Receivables and above all amounts receivable on account of the allowance for doubtful accounts existing immediately prior to Closing, Company Work-In-Process after the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameClosing in accordance with Purchaser’s usual and customary practices.

Accounts Receivable. The accounts receivable To the Knowledge of Sellers, all Accounts Receivable other than Costs in Excess of B▇▇▇▇▇▇▇ that are reflected on the most recent balance sheet included in the Balance Sheet constituted all accounts receivable Financial Statements represent or will represent valid, collectible, bona fide obligations arising from sales actually made or services actually performed by the Acquired Companies, subject only to the reserve for bad debts set forth in the Financial Statements as adjusted for the passage of PSI and its Subsidiaries as of time through the date thereof, other than accounts receivable fully written off as uncollectible as of such date Closing Date in accordance with consistently applied prior practice. All the Ordinary Course of Business of the Acquired Companies, consistent with GAAP, requiring no further act (other than preparing and mailing bills to customers with respect to unbilled Accounts Receivable) under any circumstances on the part of any Acquired Company to cause such accounts receivable arose Accounts Receivable to be due and payable by the account debtor with respect thereto, and arise from valid sales made (as opposed to consignments) or services rendered arm’s length transactions between unrelated parties in the ordinary course Ordinary Course of businessBusiness. No Acquired Company has pledged any such Accounts Receivable, and are each Acquired Company owns all of its Accounts Receivable free and clear of all Liens other than Permitted Liens. Except to the extent paid prior to the Closing Date and except for Costs in Excess of B▇▇▇▇▇▇▇ and subject to preparing and mailing bills to customers with respect to unbilled Accounts Receivable, each such Accounts Receivable is unconditionally owing to the applicable Acquired Company in the face amount thereof, is valid and enforceable against the applicable account debtor and, to the Knowledge of Sellers, is not subject to any return privilegessetoffs, set-offs discounts, allowances, claims, defenses, counterclaims or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samedisputes.

Accounts Receivable. The Notwithstanding that the accounts receivable reflected in and book debts (the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as "Book Debts") of the date thereofSeller are excluded from the Subject Assets hereby agreed to be sold, other than accounts receivable fully written off Buyer agrees for a period of five months from the Closing Date that it will as uncollectible agent for Seller use all reasonable endeavours to collect with due diligence the Book Debts (to the extent not so far collected) and will remit to Seller as soon as collected the sums of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in money representing the ordinary course of business, and are not same subject to the following terms and conditions or such other terms, conditions or arrangements as may be agreed from time to time in writing between the parties: (a) Buyer shall not without the prior written consent of Seller effect any return privilegessettlement compromise or release any claim in respect of any of the Book Debts nor without such consent institute, set-offs carry on, defend, compromise, abandon or counterclaims. Except submit to judgment in any legal proceedings or join in and submit to arbitration or give security or indemnities for costs, pay any sum of money into court or obtain payment of money lodged in court; (b) Buyer shall report and account to Seller at weekly intervals for all sums of money received by it as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since aforesaid up to a date not more than 2 days earlier than the date of the Balance Sheet or are collectible at their full respective amounts report; (net c) If it becomes apparent that recovery of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date any of the Balance Sheet up Book Debts is not likely to the Closing be possible within a reasonable period unless legal proceedings are instituted Buyer will arise from valid transactions advise Seller in the ordinary course of business, writing and will be valid, binding and legally enforceable obligations at their furnish Seller with full respective amounts (net particulars of the allowance for doubtful accounts established steps taken by Buyer to effect recovery. Buyer shall reasonably co-operate with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient Seller in relation to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where any such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samelegal proceedings.

Accounts Receivable. The accounts receivable reflected in (a) After the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of Closing Date, the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered Buyer shall make commercially reasonable efforts in the ordinary course of businessbusiness consistent with Seller's past practices to collect the Accounts Receivable. Payments on Accounts Receivable after the Effective Date shall be applied to the oldest accounts first, unless a debtor indicates the specific account it is paying, in which event payment shall be applied to that account. The Buyer and are the Seller agree that they will not subject influence account specification pursuant to the preceding sentence. Nothing contained herein, however, shall prohibit accounts receivable generated by Buyer and arising after the Effective Date from being collected and applied by Buyer prior to any return privilegesof the Accounts Receivable if there are commercially reasonable reasons to do so. In making decisions concerning the Accounts Receivable, set-offs or counterclaims. Except Buyer shall be governed by the principal of treating the Accounts Receivable and the collection thereof in the same manner as disclosed on SCHEDULE 4.17, such it treats accounts receivable have been collected in full since and the date collection thereof that are generated by Buyer. Buyer shall furnish Seller monthly reports within thirty (30) days after each month end as to the amount of collections and remaining unpaid balances of the Balance Sheet or are collectible at their full respective amounts (net Accounts Receivable. Buyer shall not compromise any of allowance for doubtful accounts established the Accounts Receivable, other than in accordance with consistently applied pre-existing contractual allowances, without the prior written consent of Seller, which consent will not be unreasonably withheld (with reasonableness to be determined based on prior Seller and customary industry practice). All accounts receivable created Notwithstanding anything to the contrary contained therein, to the extent, if any, the noncollectability of any of the Accounts Receivable is: (i) directly and solely attributable to a problem or dispute between a customer and the Division for work performed on a job for said customer (a "Customer Dispute") on or after the date Effective Date, then Buyer shall not have the right to seek indemnification from Seller for those amount of unpaid Accounts Receivable resulting therefrom; and (ii) due to a Customer Dispute involving problems or disputes occurring both before and after the Effective Date, Buyer and Seller shall negotiate in good faith to properly allocate the disputed amounts of the Balance Sheet up Accounts Receivable to the Closing will arise respective Party, in which event, Buyer shall not have the right to seek indemnification from valid transactions in Seller for those amounts of unpaid Accounts Receivable that Buyer and Seller agree should be properly allocated to the ordinary course Buyer, but Buyer shall be permitted to seek indemnification for those amounts of businessunpaid Accounts Receivable that Buyer and Seller agree should be properly allocated to the Seller. For purposes of making such determination, Buyer and will be validSeller shall make a good faith, binding and legally enforceable obligations at their full respective amounts (net reasonable analysis of the allowance job ticket(s) or other related forms and may conduct interviews of the Division's employees and other third parties involved with the particular job(s) in dispute as well as the customer itself. In the absence of reaching an agreement, either Party may at any time avail itself of the remedies set forth in Section 9.7 of this Agreement. (b) Subject to Section 6.16(a) above, during the period beginning six (6) months following the Effective Date and continuing through twelve (12) months following the Effective Date, the Buyer shall have the option to assign to Seller after receipt of cash payment by Seller and seek indemnification from the Seller as provided in Article VIII for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" the amount equal to the unpaid balance of the Accounts Receivable less any reserves shown on the applicable Balance Sheet is sufficient Sheet, in which event Buyer shall assign to cover the Seller all doubtful accounts resulting from of the accounts receivable set forth unpaid Accounts Receivable. Any Accounts Receivable assigned to the Seller shall be accompanied by all applicable guaranties, security agreements or other collateral for such Accounts Receivable. (c) Notwithstanding anything to the contrary contained herein, in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts event any Accounts Receivable are assigned to collect the accounts receivable existing as of Seller, the Closing, short Seller shall give the Buyer at least ten (10) days prior written notice before taking any collection action consisting of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samelawsuit.

Accounts Receivable. The accounts receivable reflected in shown on the Company 9/30 Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practice, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective in the book amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the Company 9/30 Balance Sheet. To each of the Employee Shareholders' knowledge, allowances for doubtful accounts and warranty returns are adequate and have been prepared in accordance with applicable accounting standards consistently applied prior practice)and in accordance with the Company's and its Subsidiaries' past practices. All The accounts receivable created of the Company and its Subsidiaries arising after the date of the Balance Sheet up to Date and before the Closing Date arose or will arise from valid transactions in the ordinary course of business, consistent with past practice, and will be validhave been collected or are collectible in the book amounts thereof, binding and legally enforceable obligations at their full respective amounts (net of the allowance less allowances for doubtful accounts established and warranty returns estimated in accordance with applicable accounting standards consistently applied prior practice)and in accordance with the Company's and its Subsidiaries' past practices. The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from None of the accounts receivable set forth in of the Balance SheetCompany and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and none of the Employee Shareholders' has knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. The Company agrees that it will use due diligence and reasonable efforts to collect the No amount of accounts receivable existing as is contingent upon the performance by the Company or any of the Closing, short its Subsidiaries of filing litigationany obligation or Contract other than normal warranty repair and replacement. Payments received from a customer No Person has any Lien on any of such accounts receivable where (except Permitted Liens), and no agreement for deduction or discount has been made with respect to any of such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samereceivable.

Accounts Receivable. The accounts receivable reflected To assure that PC receives the entire ------------------- amount of professional fees for its services and to assist PC in maintaining reasonable cash flow for the Balance Sheet constituted all payment of Office Expenses, Business Manager may, during the Term, purchase, without recourse to PC for the amount of the purchase, the accounts receivable of PSI and its Subsidiaries as of PC arising during the date thereof, other than previous month by transferring the amount set forth below into the PC Account. The consideration for the purchase shall be an amount equal to the Adjusted Gross Revenue recorded each month (according to GAAP reflecting adjustments related to the bad debt reserve). Business Manager shall be entitled to offset Office Expenses reimbursement due to Business Manager under Section 5.2 above against the amount payable for the accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practicereceivable. All collections in respect to such accounts receivable arose from valid sales made (purchased by Business Manager shall be received by Business Manager as opposed the agent of PC and shall be endorsed to consignments) or services rendered Business Manager and deposited in a bank account at a bank designated by Business Manager. To the ordinary course extent PC comes into possession of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, payments in respect of such accounts receivable have been collected receivable, PC shall direct such payments to Business Manager for deposit in full since bank accounts designated by Business Manager. Although it is the date intention of the Balance Sheet or are collectible at their full respective amounts (net parties that Business Manager purchase and thereby become the owner of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth of PC, in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts event such purchase shall be ineffective for any reason, PC is concurrently herewith granting to collect Business Manager a security interest in the accounts receivable existing as so purchased, together with all proceeds thereof (collectively, the "Collateral"), and further agrees or to pledge, assign, transfer or convey any of the ClosingCollateral or any proceeds therefrom, short without the prior written consent of filing litigationthe Business Manager, except to affiliates of the Business Manager. Payments received from Concurrent with the execution of this Agreement, PC shall execute a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s)Security Agreement, similar in form and content as that attached hereto as Exhibit B and incorporated herein by this reference in order that the Business Manager may perfect its interest in the Collateral. In PC expressly agrees to execute and deliver any appropriate UCC-1 Financing Statement and UCC-1 fixture filings, if so requested in writing by the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameBusiness Manager.

Accounts Receivable. The accounts receivable reflected in (a) Following the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of Closing, the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made Buyer Parties (as opposed to consignmentsi) or services rendered in the ordinary course of business, and are shall not subject to any return privilegesprovide discounts, set-offs or counterclaimsinducements to account debtors in exchange for discounting any Accounts Receivable, (ii) shall provide to the Representative a monthly aging report in respect of any then unpaid Accounts Receivable, and (iii) shall provide to the Representative any written notice of nonpayment of an Account Receivable received by the Buyer Parties in writing from an account debtor. (b) Following the Closing, the Buyer Parties shall work in good faith with the Representative to collect any Accounts Receivable that are deemed “uncollectible” and were excluded from Net Working Capital, as finally determined pursuant to Section 2.03. Except as disclosed on SCHEDULE 4.17For the avoidance of doubt, such accounts receivable have been collected the Shareholders are guaranteeing the collectability of any and all Accounts Receivable set forth in full since the date of the Estimated Closing Date Balance Sheet and/or the Estimated Statement. The parties agree that if a Buyer Party or are collectible at their full respective amounts (net the Company thereafter collects in cash any Accounts Receivable deemed to be “uncollectible” for purposes of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created calculating Net Working Capital, the Buyer Parties shall remit any such payment to the Representative within ten Business Days after the date of such collection, less an amount equal to 20% of the Balance Sheet up collected amount as an administrative fee, which such amount shall be retained by the Buyer Parties; provided that, the Buyer Parties agree that, upon the request of the Representative, the Buyer Parties shall agree to the Closing will arise from valid transactions in assignment of Accounts Receivable deemed “uncollectible” to the ordinary course of businessShareholders, such agreement not to be unreasonably withheld by the Buyer Parties, and will be validthat any amounts collected following such assignment, binding and legally enforceable obligations at their full respective regardless of whether such amounts (net of are collected by the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to ClosingBuyer Parties, the uncollectible accounts will Company, Shareholders or Representative, shall not be assigned subject to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameadministrative fee.

Accounts Receivable. The accounts receivable reflected in shown on the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practices, and are not subject to any return privilegesrepresented bona fide claims against debtors for sales and other charges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable and have been collected in full since the date of the Balance Sheet or are collectible at their in full respective within ninety (90) days in the recorded amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with consistently applied prior practice)GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the receivables. All The accounts receivable created of the Company or any Company Subsidiary arising after the date of the Balance Sheet up to Date and before the Closing will Date arose or shall arise from valid transactions in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and will be validother charges, binding and legally enforceable obligations at their full respective have been collected or are collectible in the recorded amounts (net of the allowance thereof, less allowances for doubtful accounts established and warranty returns determined in accordance with GAAP consistently applied prior practice). The "allowance for doubtful accounts" shown on and the Balance Sheet is Company’s past practices which are or shall be sufficient to cover all doubtful accounts resulting from provide for any losses which may be sustained on collection of the receivables. None of the accounts receivable set forth of the Company or any Company Subsidiary are subject to any claim of offset, recoupment, setoff, or counter claim. No amount of accounts receivable is contingent upon the performance by the Company or any Company Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Neither the Company nor any Company Subsidiary has any obligation pursuant to any rule or regulation of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any receivables previously collected. No Person has any lien on any such accounts receivable, no account receivable is subject to prior assignment, no agreement for deduction or discount has been made with respect to any such accounts receivable, and neither the Balance SheetCompany nor any Company Subsidiary has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. The Company agrees that it will use due diligence and reasonable efforts to collect None of the obligors of the accounts receivable existing have refused or given notice that they refuse to pay the full amount thereof, and none of the obligors of such accounts receivable are an Affiliate of the Company or any Company Subsidiary. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the ClosingAgreement Date. Schedule 2.26 to the Disclosure Letter sets forth such amounts of the Receivables that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, short including the type and amounts of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameclaims.

Accounts Receivable. The accounts receivable reflected in (a) From and after the Balance Sheet constituted Closing until the date that is eighteen (18) months after the Closing Date, Buyer shall use commercially reasonable efforts to collect all accounts receivable of PSI the Company and its Subsidiaries as arising prior to the Closing Date, whether or not invoiced or billed (the “Pre-Closing Accounts Receivable”); it being understood that Buyer’s obligation to use commercially reasonable efforts may be satisfied by continuing and, if necessary, renewing, one or more of the date thereof, other than Company’s current accounts receivable fully written off servicing agreements with the applicable counterparties thereto (the “Account Servicers”) and maintaining, monitoring and authorizing the Account Servicers’ collection efforts in a manner substantially consistent with practices of the Company prior to the Closing Date, as uncollectible as may be adjusted, from and after the three (3) month anniversary of such date the Closing Date, to take into account the declining balance of the Pre-Closing Accounts Receivable over time. Buyer and the Company shall continue to maintain the IT Systems in accordance with consistently applied historical practices, and shall not make any (i) material modifications to the Contracts in effect with the applicable Account Servicers; (ii) material modifications to the IT Systems applicable to the Pre-Closing Accounts Receivable; or (iii) material adjustments to the Company’s employees with responsibility for supervising the Pre-Closing Accounts Receivable (other than, from and after the three (3) month anniversary of the Closing Date, adjustments to take into account the declining balance of the Pre-Closing Accounts Receivable over time), in each case, without the prior practicewritten consent of the Holder Representative (such consent not to be unreasonably withheld, delayed or conditioned). All Buyer and the Holder Representative shall regularly consult regarding the status of the collection of the Pre-Closing Accounts Receivable. Without limiting the foregoing, following the Closing, Buyer shall provide the Holder Representative and its representatives reasonable access (upon reasonable notice and during normal business hours) to the records, properties and personnel of the Company and its Subsidiaries relating to the collection of the Pre-Closing Accounts Receivable and shall cause the personnel of the Company and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Pre-Closing Accounts Receivable collection efforts. (b) Buyer shall be entitled to retain all amounts collected in respect of the Pre-Closing Accounts Receivable up to the Accounts Receivable Threshold. Any amounts collected in respect of the Pre-Closing Accounts Receivable in excess of the Accounts Receivable Threshold (any such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered amount, an “Excess Receivable Amount” and such amounts in the ordinary course aggregate, the “Excess Receivable Fund”) shall be allocated as follows: (i) First, Buyer shall be entitled to retain ten percent (10%) of businessthe Excess Receivable Fund (the “Retention Amount”); (ii) Second, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been Excess Receivable Amounts collected in full since the date excess of the Balance Sheet or are collectible at their full respective amounts Retention Amount shall be paid by Buyer to the Escrow Agent for further deposit into the Indemnity Escrow Funds until the aggregate amount so deposited (net of allowance together with any amount deposited pursuant to Section 3.4(d) and/or Section 3.13(d)) is equal to the Indemnity Escrow Cap; (iii) Third, to the extent the Excess Receivable Fund (less the Retention Amount) exceeds the Indemnity Escrow Cap, the excess shall be distributed twenty percent (20%) to Buyer and eighty percent (80%) to the Paying Agent for doubtful accounts established further distribution to the Holders in accordance with consistently applied prior practice). All accounts receivable created such Holders’ relative Post-Closing Payment Allocation. (c) In the event that, following the deposit into the Indemnity Escrow Funds of an amount equal to the Indemnity Escrow Cap, the Holder Representative in good faith disagrees with Buyer’s assessment of commercially reasonable efforts required to collect the Pre-Closing Accounts Receivable (taking into account, from and after the date three (3) month anniversary of the Balance Sheet up to Closing Date, the Closing will arise from valid transactions in the ordinary course of business, amount remaining and will be valid, binding and legally enforceable obligations at their full respective amounts (net likely collectability of the allowance for doubtful accounts established with consistently applied prior practiceremaining Pre-Closing Accounts Receivable), the Holder Representative shall identify in writing additional commercially reasonable efforts (the “Additional Efforts Notice”) to be taken by Buyer to pursue the collection of the Pre-Closing Accounts Receivable. The "allowance for doubtful accounts" shown on During the Balance Sheet is sufficient thirty (30) day period following the delivery of the Additional Efforts Notice, Buyer and the Holder Representative shall use good faith efforts to cover all doubtful accounts resulting from resolve the accounts receivable set forth in concerns raised by the Balance SheetAdditional Efforts Notice. The Company agrees that it will use due diligence At the end of such thirty (30) day period, if Buyer and the Holder Representative are unable to agree upon requisite commercially reasonable efforts to collect the Pre-Closing Accounts Receivable, the Holder Representative may, upon written notice to Buyer, assume the responsibility to use commercially reasonable efforts to collect the Pre-Closing Accounts Receivable (a “Collection Assumption”). Upon a Collection Assumption, (A) the Holder Representative shall be entitled to receive one hundred percent (100%) of the Excess Receivable Fund (for further distribution to the Holders in accordance with such Holders’ relative Post-Closing Payment Allocation) and, from the date of the Collection Assumption, shall bear 100% of the costs associated with employing the Account Servicers in connection with the Pre-Closing Accounts Receivable and (B) from the date of the Collection Assumption until the date that is eighteen (18) months after the Closing Date, Buyer and the Company shall cooperate with the Holder Representative, which from the date of a Collection Assumption shall be at the Holder Representative’s expense, including by providing reasonable access to the employees, IT Systems and books and records and other assets of the Company relevant to the collection of the Pre-Closing Accounts Receivable; provided the Holder Representative shall only be responsible for reasonable documented out-of-pocket third party expenses incurred by Buyer and the Company directly in connection with Buyer and the Company’s compliance with this clause (B) and Buyer and the Company shall be responsible for all other internal expenses incurred in connection with their compliance with this clause (B). (d) In the event that, on the Closing Date, the outstanding accounts receivable existing as of the ClosingCompany and its Subsidiaries, short less any reserves for doubtful accounts, (on a consolidated basis) (the “Closing Date Accounts Receivable”) is less than $140,700,000.00, then the portion of filing litigation. Payments received from the Merger Consideration payable on the Closing Date shall be reduced, on a customer on accounts receivable where dollar-for-dollar basis, by an amount equal to the difference between $140,700,000.00 and the Closing Date Accounts Receivable (such customer had a balance at Closing will first amount, which shall not exceed an amount equal to the Indemnity Escrow Cap, the “Accounts Receivable Adjustment”), and Buyer shall cause the Accounts Receivable Adjustment to be applied against old undisputed balance(s)deposited into the Indemnity Escrow Funds. In the event that, on the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to ClosingClosing Date, the uncollectible accounts will Closing Date Accounts Receivable is less than the Accounts Receivable Threshold, the Base Purchase Price shall be assigned reduced, on a dollar-for-dollar basis, by an amount equal to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samedifference between the Accounts Receivable Threshold and the Closing Date Accounts Receivable.

Accounts Receivable. The accounts receivable reflected in Buyer shall have the Balance Sheet constituted sole right to collect all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of businesstransferred, and are not subject Buyer shall have the right to endorse, without recourse, with the names Pension & Benefit Financial Services, Inc. (or Lambert, Massey, Rope▇ & ▇ayl▇▇, ▇▇c., as the case may be) and Benefit Financial Services, Inc. any return privilegeschecks received on account of any accounts receivable, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17similar items, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will but Buyer need only use due diligence and reasonable efforts to collect such accounts. Buyer shall have recourse against Sellers for any credit losses incurred with respect to the transferred accounts receivable and with respect to non-existing or overstated accounts receivable. Within one hundred (100) days after Closing, Buyer shall prepare, and promptly thereafter submit, a report to Sellers setting forth all relevant information concerning collection of accounts receivable during the ninety (90) day period following Closing. If such report shows a balance due to Buyer for any uncollected accounts, Buyer may offset such amount from any sums due to Sellers under the Employment Agreements (as hereinafter defined), provided, that if Sellers dispute the amount Buyer proposes to offset, the dispute shall be resolved by arbitration as set forth in Section 11.10 hereof. At the request of Sellers, Buyer shall reassign to Sellers the accounts receivable existing with respect to which Buyer has been reimbursed by Sellers as set forth above; however, unless Buyer reassigns such accounts receivable to Sellers, Buyer shall, when, as, if and to the extent that any such account is collected, remit to Sellers any amounts due to Sellers by reason of the Closing, short ultimate collection of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameaccount.

Accounts Receivable. The accounts receivable reflected in (a) For a period of one hundred eighty (180) days following the Balance Sheet constituted all accounts receivable of PSI Closing Date (the “Collection Period”), TDI shall collect and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered receive payment in the ordinary course of businessbusiness with respect to the Federated Newspapers’ accounts receivable for the period prior to the Closing Date (the “Federated Receivables”), and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established shall pursue collection thereof in accordance with consistently applied prior practice)TDI’s normal practices; provided, however, that in no event shall this obligation extend to the institution of litigation, employment of any collection agency, legal counsel, or other third party or any other extraordinary means of collection by TDI. All accounts payments from each obligor of a Federated Receivable not identified to a specific invoice shall be applied on a “first-in, first-out” basis during the Collection Period so that each payment from an obligor is applied first to the oldest outstanding account receivable created after of such obligor. Following the date end of the Balance Sheet up Collection Period, if any Federated Receivables remain uncollected at that time, then Federated shall, to the extent such uncollected Federated Receivables exceed the reserve for bad debts on Federated’s books on the Closing will arise from valid transactions Date (as reflected on the Actual Federated Closing Date Balance Sheet), promptly pay to TDI an amount equal to the amount of such excess uncollected Federated Receivables, and such uncollected Federated Receivables shall be reconveyed to Federated. (b) During the Collection Period, Federated shall collect and receive payment in the ordinary course of businessbusiness with respect to the Tallahassee Democrat’s accounts receivable for the period prior to the Closing Date (the “Tallahassee Democrat Receivables”) and shall pursue collection thereof in accordance with Federated’s normal practices; provided, however, that in no event shall this obligation extend to the institution of litigation, employment of any collection agency, legal counsel, or other third party or any other extraordinary means of collection by Federated. All payments from each obligor of a Tallahassee Democrat Receivable not identified to a specific invoice shall be applied on a “first-in, first-out” basis during the Collection Period so that each payment from an obligor is applied first to the oldest outstanding account receivable of such obligor. Following the end of the Collection Period, if any Tallahassee Democrat Receivables remain uncollected at that time, then TDI shall, to the extent such uncollected Tallahassee Democrat Receivables exceed the reserve for bad debts on TDI’s books on the Closing Date (as reflected on the Actual TDI Closing Date Balance Sheet), promptly pay to Federated an amount equal to the amount of such excess uncollected Tallahassee Democrat Receivables, and will such uncollected Tallahassee Democrat Receivables shall be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient reconveyed to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameTDI.

Accounts Receivable. The accounts receivable reflected in (a) Seller shall deliver to Buyer, promptly after the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as commencement of the date thereofCollection Period, other than accounts receivable fully written off as uncollectible as a statement of such date in accordance with consistently applied prior practicethe Accounts Receivable. All such accounts receivable arose from valid sales made Buyer shall use commercially reasonable efforts to collect the Accounts Receivable during the period (as opposed to consignmentsthe “Collection Period”) beginning on the earlier of the LMA Commencement Date or services rendered the Closing Date and ending on the 120th day thereafter, in the ordinary course of business; provided, that Buyer shall be under no obligation to commence or not to commence litigation or legal action to effect collection. Any payment received by Buyer from a customer of the Stations that was or is also a customer of Seller and are not subject that is obligated with respect to any return privilegesAccounts Receivable and that is not specifically designated in writing as a payment of a particular invoice or invoices shall be presumptively applied to the accounts receivable for such customer outstanding for the longest amount of time and, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, if such accounts receivable is an Accounts Receivable, remitted to Seller in accordance with Section 6.02(b); provided further, however, that if, prior to the date hereof, Seller or, after earlier of the LMA Commencement Date or the Closing Date, Seller or Buyer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Any amounts relating to the Accounts Receivable that are paid directly to Seller shall be retained by Seller. Buyer and its Affiliates shall not discount, adjust or otherwise compromise any Accounts Receivable and Buyer shall promptly refer any disputed Accounts Receivable to Seller. (b) On or before the fifth day following the end of each calendar month in the Collection Period, Buyer shall deposit into an account identified by Seller the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable (without offset) in immediately available funds by wire transfer. Buyer shall furnish Seller with a list of the amounts collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Seller shall be entitled during the 60-day period following the Collection Period to inspect and/or audit the records maintained by Buyer pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (c) Following the expiration of the Collection Period, Buyer shall have been no further obligations under this Section 6.02, except that Buyer shall immediately pay over to Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to Seller all files, records, notes and any other materials relating to the Accounts Receivable and shall otherwise cooperate with Seller for the purpose of collecting any outstanding Accounts Receivable. (d) Buyer acknowledges that Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as Seller deems appropriate to close such lockboxes. Buyer agrees to update the Accounts Receivable aging reports to reflect all Seller lockbox receipts, and Seller agrees to cooperate with Buyer to keep the Accounts Receivable age reports current. In addition, Seller shall, on or before the fifth Business Day following the end of the calendar month in which any of Buyer’s receivables are received by Seller through its lockbox, remit to Buyer such receivable collections. (e) If Buyer fails to remit any amounts collected pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source) as in full since effect from time to time from the date such amount was due until the date of the Balance Sheet or are collectible at their full respective actual payment. (f) All amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up received by Seller pursuant to the Closing will arise from valid transactions in the ordinary course of business, and will this Section 6.02 shall not be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is required to be indemnified refunded or repaid by Seller for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior any circumstance including, but not limited to, any termination of this Agreement pursuant to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameSection 11.01.

Accounts Receivable. The accounts receivable All Accounts Receivable, unbilled invoices, costs in excess of ▇▇▇▇▇▇▇▇, 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 Companies since the Most Recent Balance Sheet Date and through the Closing Date as being due to the Companies have arisen in the Ordinary Course of Business, represent Enforceable (except as such enforceability 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)) obligations to the Companies arising from sales actually made or services actually performed by the Companies in the Ordinary Course of Business and, subject only to consistently recorded reserves for bad debts established as of a date prior to the Closing Date in a manner consistent with past practice, have been, or will be, current and collected or are, or will be, collectible in the aggregate recorded amounts thereof materially in accordance with their terms and, to the Sellers’ knowledge, are not and will not be subject to any contests, claims, counterclaims or setoffs. 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 constituted Sheet. Schedule 2.10 contains a complete and correct list of all accounts receivable of PSI and its Subsidiaries Receivables as of the date Most Recent Balance Sheet Date, which list sets forth: (a) the aging of each Receivable; and (b) with respect to Receivables for services, the type of Contractual Obligation underlying the Receivable (such as fixed price or time and expense or a combination or variation thereof). Schedule 2.10 sets forth the standard billing practices of the Companies with respect to goods and services provided by the Companies, other than accounts receivable fully written off as uncollectible as including the billing periods and the types of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaimsContractual Obligations. Except as disclosed set forth on SCHEDULE 4.17Schedule 2.10, such accounts receivable have been collected (i) no account debtor or note debtor is delinquent for payments in full since the date excess of the Balance Sheet Twenty-Five Thousand Dollars (US$25,000) or are collectible at their full respective amounts for more than ninety (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up 90) days; (ii) no account debtor or note debtor has refused or, to the Closing will arise from valid transactions in Sellers’ knowledge, threatened to refuse to pay its obligations to the ordinary course of businessCompanies for any reason, or has otherwise made a claim to set-off or similar claim; (iii) to the Sellers’ knowledge, no account debtor or note debtor is insolvent or bankrupt; and will be valid, binding (iv) all accrued fees are billable and legally enforceable obligations at their full respective amounts (net of collectible by the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameCompanies.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignmentsa) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after and work in process to be included in the date of Effective Time Net Assets (the Balance Sheet up to the Closing "Included Receivables") arose and/or will arise from valid bona fide transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the All trade accounts receivable set forth are by their terms generally due within thirty (30) days after being invoiced by the Company. All Included Receivables are expected to be collected in the Balance Sheetfull within one hundred eighty (180) days after Closing. The Company agrees that it will SmartPros shall use due diligence and reasonable efforts to collect effect the accounts receivable existing as collection of the ClosingIncluded Re- ceivables, short 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 institution of filing litigationlegal proceedings. Payments Where the Company shall have an account receivable outstanding from a client both with respect to services rendered prior to the Effective Time and with respect to services rendered after the Effective Time, any collections received from a customer on accounts receivable where such customer had a balance at Closing will first client after the Effective Time shall be applied against old undisputed balance(sas 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 r▇▇▇▇▇▇ ▇n respect of the Included Receivables, so that Loscalzo may monitor collections and, in her reasonable discreti▇▇, ▇▇▇tiate 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 ▇▇▇▇▇▇ble 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 (such excess referred to as the "Excess Collections"), SmartPros shall pay to Loscalzo, by wire transfer of immediately available funds, an amo▇▇▇ ▇▇▇▇l 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 is shall receive additional collections with respect to be indemnified Included Receivables after the payment of Uncollected Receivables or Excess Collections in accordance with Section 4.06(b), SmartPros shall pay such additional collections to Loscalzo, by wire transfer of immediately available funds, withi▇ ▇▇▇▇▇▇n (15) days after such amounts are collected. At Loscalzo's request made at any time on or after February 1, 2010, ▇▇▇▇▇▇▇os shall assign to Loscalzo, for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameconsideration, any remaining outstan▇▇▇▇ ▇▇collected Included Receivables, together with all relevant documents reasonably necessary for effecting collection.

Accounts Receivable. The accounts receivable as reflected in on the Company Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of will be reflected on the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable Closing Balance Sheet arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and are not subject to any return privilegesother charges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable and have been collected in full since the date of the Balance Sheet or are collectible at their full respective in the book amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the Company Balance Sheet, or in the Closing Balance Sheet, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied prior practice)and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. All The accounts receivable created of the Company arising after the date of the Balance Sheet up to Date and before the Closing will Date arose or shall arise from valid transactions in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and will be validother charges, binding and legally enforceable obligations at their full respective have been collected or are collectible in the book amounts (net of the allowance thereof, less allowances for doubtful accounts established and warranty returns determined in accordance with GAAP consistently applied prior practice). The "allowance for doubtful accounts" shown on and the Balance Sheet is Company’s past practices which are or shall be sufficient to cover all doubtful accounts resulting from provide for any losses which may be sustained on realization of the receivables. None of the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is subject to be indemnified for uncollectible any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable over is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and above replacement. No Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.21 of the allowance Company Disclosure Letter sets forth an aging of the Company’s accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts existing immediately prior and warranty returns. Schedule 2.21 of the Company Disclosure Letter sets forth such amounts of accounts receivable of the Company which are subject to Closingasserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sametype and amounts of such claims.

Accounts Receivable. (i) The Seller Parties hereby agree to pay to the Buyer any amount of accounts receivable reflected included in the Closing Balance Sheet constituted that has not been collected in full by the Target Companies on or prior to the first anniversary of the Closing Date, in accordance with this Section 9.2(e). (ii) At the Closing, the Seller will deliver a schedule (the “Closing Receivable Schedule”) of all outstanding accounts receivable of PSI the Target Companies to the extent included in the Closing Balance Sheet (the “Closing Receivables”). The Parties hereby agree that the Closing Receivable Schedule and its Subsidiaries as Closing Receivables shall be revised to the extent necessary to reflect any changes in the composition or amount of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made pursuant to Sections 1.4(c) and (as opposed d), and for purposes of this Section 9.2(e) the terms “Closing Receivable Schedule” and “Closing Receivables” shall give effect to consignments) or services rendered all such changes. Following the Closing, the Buyer shall and shall cause the Target Companies to use commercially reasonable efforts to collect all of the Closing Receivables when due, which efforts shall not be any less than the efforts that the applicable Target Company employs in the collection of its other accounts receivables in the ordinary course of business. If an obligor has obligations with respect to accounts included in the Closing Receivables and accounts not included in the Closing Receivables, and then except for amounts collected by the Target Companies that are reasonably apparent to be designated by the obligor for payment against a particular invoice or amount not subject relating to Closing Receivables, all payments upon accounts by any return privilegesobligor to a Target Company shall be applied first to Closing Receivables. (iii) Within thirty (30) days following the first anniversary of the Closing Date, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been the Buyer shall deliver to the Seller a schedule (the “Anniversary Receivable Schedule”) listing each Closing Receivable which was not collected in the full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to amount reflected on the Closing will arise from valid transactions in Receivable Schedule as of such anniversary, including such amounts that remain uncollected as of such date (such aggregate uncollected amount is referred to as the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice“Receivable Balance”). The "allowance for doubtful accounts" shown Seller shall have twenty (20) days from receipt of such Anniversary Receivable Schedule (the “Receivable Review Period”) to review the Anniversary Receivable Schedule and to notify the Buyer in writing on or prior to the expiration of the Receivable Review Period of any disagreement with the Receivable Balance. If the Seller does not notify Buyer on or before the expiration of the Receivable Review Period, the Anniversary Receivable Schedule shall be final and binding on the Balance Sheet is sufficient to cover all doubtful accounts resulting from Buyer and the accounts receivable set forth in the Balance SheetSeller. The Company agrees that Buyer shall, and shall cause the Target Companies to, cooperate in all reasonable respects with the Seller with respect to reasonable requests for information necessary to review and verify the Anniversary Receivable Schedule, and shall provide the Seller with any reasonable access to books, records and other documents or records it will use due diligence reasonably requests. If the Seller and reasonable efforts the Buyer are unable to collect resolve any disagreement related to the accounts receivable existing as Anniversary Receivable Schedule within ten (10) days following the end of the ClosingReceivable Review Period, short then the Buyer and the Seller shall promptly (but no later than five (5) business days thereafter) engage the Independent Accountant to resolve such disagreement and to make a determination with respect thereto. Such determination by the Independent Accountant shall be made within 14 days of filing litigationits engagement by the Buyer and the Seller, and such determination shall be final and binding on the Buyer and the Seller. Payments received from a customer on accounts receivable where The costs and fees of the Independent Accountant shall be borne by the Buyer and the Seller in relation to the aggregate amount in dispute determined against such customer had a balance at Closing will first be applied against old undisputed balance(s). In Party. (iv) Within five (5) business days after the event final determination of the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to ClosingReceivable Balance in accordance herewith, the uncollectible accounts will Seller Parties shall pay to the Buyer an amount equal to the Receivable Balance. The Seller Parties shall be assigned subrogated to Shareholders at no additional consideration or cost the rights of the Buyer and the Target Companies with respect to Shareholders so that Shareholders may pursue any Closing Receivable as to which the sameSeller pays the Buyer, and the Buyer shall cause the applicable Target Company to assign such Closing Receivables to the Seller promptly following payment of the Receivable Balance with respect to such Closing Receivables by the Seller Parties.

Accounts Receivable. The accounts receivable reflected Subject to any reserves set forth in the Interim Balance Sheet constituted Sheet, all accounts receivable of PSI the Company and its Subsidiaries as of reflected on the date thereofInterim Balance Sheet are valid receivables subject to no setoffs or counterclaims, represent bona fide claims against debtors for sales and other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed charges, are payable on ordinary trade terms, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to consignments) any other repurchase or services rendered in the ordinary course of business, return arrangement and are not subject to any return privilegesdiscount except for normal cash and immaterial trade discounts. The amount carried for doubtful accounts and allowances on the Interim Balance Sheet is a reasonable estimate of the losses which may be sustained on realization of the receivables and was prepared in a manner consistent with the Company’s past practices. The amounts carried as reserves for expenses, set-offs or counterclaims. Except as disclosed including, without limitation, all expenses for services rendered and goods purchased, and warranty claims on SCHEDULE 4.17the Interim Balance Sheets are reasonable estimates, such accounts receivable have been collected prepared in full since a manner consistent with the Company’s past practices, of (i) expenses incurred prior to the Closing Date, other than Company Transaction Expenses (ii) current warranty claims and (iii) warranty claims which arise prior to twelve (12) months from the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Interim Balance Sheet. The There are no unpaid invoices or bills representing amounts alleged to be owed by the Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as or any of its Subsidiaries, or other alleged obligations of the ClosingCompany or any of its Subsidiaries, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event which either the Company is or any of its Subsidiaries has disputed or determined to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior dispute or refuse to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samepay.

Accounts Receivable. The accounts receivable reflected included in the NWC Calculations are collectible and will be collected in the amounts utilized in the NWC Calculations. The accounts receivable shown on the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practice, represented bona fide claims against debtors for sales and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable other charges and have been collected in full since the date of the Balance Sheet or are collectible at their full respective in the book amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP, insofar as the accounting policies have been consistently applied by Company’s or its Subsidiaries’ accountants with those of prior practice)years, and are sufficient to provide for any losses which may be sustained on realization of the receivables. All The accounts receivable created of Company and its Subsidiaries arising after the date of the Balance Sheet up to Date and before the Closing will Date arose or shall arise from valid transactions in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and will be validother charges, binding and legally enforceable obligations at their full respective have been collected or are collectible in the book amounts (net of the allowance thereof, less allowances for doubtful accounts established and warranty returns determined in accordance with GAAP, insofar as the accounting policies have been consistently applied by Company’s or its Subsidiaries’ accountants with those of prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is years, which are or shall be sufficient to cover all doubtful accounts resulting from provide for any losses which may be sustained on realization of the receivables. None of the accounts receivable set of Company or any of its Subsidiaries is subject to any claim of offset, recoupment, setoff or counterclaim. No material amount of accounts receivable is contingent upon the performance by Company or any of its Subsidiaries of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 3.22 of the Company Disclosure Letter sets forth an aging of Company’s accounts receivable as of three (3) days prior to the Agreement Date in the Balance Sheet. The Company agrees that it will use due diligence aggregate and reasonable efforts to collect by customer and indicates the accounts receivable existing as amounts of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance allowances for doubtful accounts existing immediately prior and warranty returns and the amounts of accounts receivable which are subject to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameasserted warranty claims.

Accounts Receivable. The accounts receivable reflected in All rights of the Balance Sheet constituted all accounts receivable of PSI Company and its Subsidiaries as to ------------------- payment for goods sold, leased or otherwise marketed in the ordinary course of business and all rights of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed Company and its Subsidiaries to consignments) or payment for services rendered in the ordinary course of businessbusiness and all sums of money or other proceeds due or to become due thereon pursuant to transactions with Persons, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed recorded on SCHEDULE 4.17, such accounts receivable have been collected in full since the date books of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established account in accordance with consistently applied prior practice). All generally accepted accounting principles, excluding, however, from the foregoing definition of Accounts Receivable, all intercompany accounts receivable created after and deducting from the date -------- ---------- foregoing definition of Accounts Receivable the aggregate amount of all ------------------- allowances therefor on the books of the Balance Sheet up Company and its Subsidiaries in accordance with generally accepted accounting principles. Capital Assets. Fixed assets, 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 Closing will arise from valid transactions Company -------------------- or any of its Subsidiaries in connection with the ordinary course purchase or lease by the Company or such Subsidiary of business, Capital Assets that would be required to be capitalized and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient 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 cover all doubtful accounts resulting from contracts or agreements with the accounts receivable set forth United States government or any agency thereof shall not be included in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts foregoing definition of Capital ------- Expenditures for so long as such amounts paid or indebtedness incurred is ------------ promptly reimbursed by the United States government or the applicable agency thereof to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samesuch Subsidiary.

Accounts Receivable. The accounts receivable reflected Unless otherwise prohibited by law, to assure that Practice receives the entire amount of professional fees for its services and to assist Practice in maintaining reasonable cash flow for the Balance Sheet constituted all payment of Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of PSI and its Subsidiaries as Practice net of Adjustments (the "Purchased Receivables") (i) in an amount equal to the difference, if any, between (A) the sum of the date thereofMonthly Office Expense and the Monthly Practice Expense paid by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and the Monthly Practice Expense pursuant to this Management Services Agreement, other than accounts receivable fully written off as uncollectible as by transferring such amount into the Depository Account, and (ii) in an amount equal to the difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such date month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee pursuant to this Management Services Agreement. The consideration paid to Business Manager for the purchase shall be an amount equal to the Principal Services Revenue and Non- Ophthalmic Business Revenue with respect to the Purchased Receivables, computed in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed GAAP on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts an accrual basis (net of allowance for doubtful accounts established in accordance with consistently applied prior practiceAdjustments). All Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, to secure the payment and performance of Practice's obligations hereunder, Practice is hereby concurrently and irrevocably granting, giving, assigning and pledging to Business Manager a security interest in all of Practice's accounts receivable. This Management Services Agreement shall constitute a security agreement with respect to Practice's assets and accounts receivable created after and may be filed under the date Uniform Commercial Code in each state in which Practice does business. Practice shall cooperate with Business Manager and shall execute all agreements or documents, including any Security Agreements and financing statements, in connection with the granting of such security interest to Business Manager, or at Business Manager's option, its lenders, that such persons deem necessary or appropriate. All collections with respect to the Purchased Receivables by Business Manager shall be received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Balance Sheet up Purchased Receivables, Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the Closing will arise from valid transactions foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in the ordinary course of businessany way encumber, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in of Practice without the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as express written consent of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameBusiness Manager.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as [ ]A. Accounts Receivable of the Business for work done, or goods sold to date thereofof Closing (hereinafter, other than accounts receivable fully written off referred to as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments“Seller's Accounts Receivable”) or services rendered in the ordinary course of business, shall be retained by Seller and are not subject assets conveyed to Buyer in this transaction. Buyer will forward to Seller any return privilegespayments received by Buyer with respect to Seller's Accounts Receivable, set-offs will cooperate with Seller in providing any and all correspondence, or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance other documents received by Buyer with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up respect to the Closing will arise from valid transactions in the ordinary course of businessSeller's Accounts Receivable, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established otherwise cooperate with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth Seller in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts enabling Seller to collect the accounts receivable existing as Seller's Accounts Receivable. [ X ]B. It is agreed that Seller's Accounts Receivable of the $25,483.31 is included in Total Purchase Price. Details of these receivables include name, account number, amount and aging, and shall be delivered to Buyer at Closing. Any increase or decrease before Closing, short 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 n/a, (n/a) equal monthly installments, commencing thirty (30) days after Closing, with interest at the rate of filing litigationn/a% per annum, and a decrease shall reduce cash at closing. Payments received All Accounts Receivable transferred shall be fully guaranteed by Seller, and if uncollectible within 180 days, may be set-off against next payment(s) due from a customer on accounts receivable Promissory Note owed to Seller, where such customer had a balance at Closing will first be applied against old undisputed balance(s)one exists. In the event the Company that there is no Promissory Note owed to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to ClosingSeller, the uncollectible accounts will be assigned Parties agree that Closing Agent shall retain $n/a from Seller's closing proceeds for a period of n/a (n/a) days to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samesecure Seller's indemnification responsibilities.

Accounts Receivable. The accounts receivable reflected in At the Balance Sheet constituted all Closing, the accounts receivable of PSI the Company and its Subsidiaries as of the Closing Date (the "Accounts Receivable"), less a reserve placed in a sub-account of the Escrow in an amount equal to ten percent (10%) of their face amount (the "A/R Reserve Escrow"), shall be determined. As of the date thereoffour (4) months (the "Collection Period") following the Closing, other than accounts receivable fully written off as uncollectible as Buyer shall determine in good faith the amount, if any, by which the Accounts Receivable exceed the actual collection of such date in accordance with consistently applied Accounts Receivable after applying any applicable customer deposits or credits made or given prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid Date with respect to such Accounts Receivable or the transactions in giving rise thereto (the ordinary course "Accounts Receivable Deficiency") at the expiration of businesssuch 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 will 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 Accounts Receivable which have not been collected within the Collection Period, and any rights to interest and/or penalties relating thereto, provided that: (i) Buyer may elect to cause the Surviving Corporation to retain any such Accounts Receivable, in which event the aggregate amounts of such Accounts Receivable shall be valid, binding and legally enforceable obligations excluded in determining the Accounts Receivable Deficiency; or (ii) Buyer may elect to return the uncollected Accounts Receivable to the Stockholder Representative at their full respective amounts book value to determine the Accounts Receivable Deficiency. -6- 13 (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown b) Except where (i) a customer that owes an Account Receivable is on a COD basis on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as day of the Closing, short 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 filing litigationthe oldest outstanding balance of such customer's account. Payments received from 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 accounts receivable where 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 collection efforts with respect to, the Accounts Receivable and confer with the Stockholder Representative regarding appropriate steps to be taken to collect unpaid Accounts Receivable. Within 25 days after the Stockholder Representative's receipt of Buyer's written notice of the Accounts Receivable Deficiency, Buyer shall receive from the A/R Reserve Escrow the Accounts Receivable Deficiency, with interest on such customer had a balance at Closing will first Accounts Receivable Deficiency as earned on such amount under the 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 applied against old undisputed balance(s)deducted from the Escrow Fund. In the event the Company is amount of the A/R Reserve Escrow exceeds the Accounts Receivable Deficiency, then the Escrow Agent shall promptly transfer the excess to be indemnified for uncollectible accounts receivable over the Stockholder Representative Escrow and above Buyer shall so instruct the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameEscrow Agent.

Accounts Receivable. The (a) All accounts receivable and notes due and uncollected of the Company reflected in on the Interim Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed or arising subsequent to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Interim Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise i) have arisen from valid bona fide transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net business of the allowance for doubtful accounts established Company; and (ii) represent valid obligations due to the Company enforceable in accordance with consistently applied prior practice)their terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Except with respect to "allowance for doubtful accountsRetainage Not Due Receivables" shown on as defined below, at least ninety percent (90%) of the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable Net Accounts Receivable existing as of the ClosingClosing Date will be fully collectible in accordance with the prior commercial practices employed by the Business by no later than March 31, short 2006. "Retainage Not Due Receivables" refers to those claims for retainage under construction contracts and subcontracts, all of filing litigationwhich will be fully collectible in accordance with the prior commercial practices employed by the Business, but without reference to an outside date. Payments received from a customer on Except as disclosed in Section 3.19 of the Disclosure Schedule, the Company owns its accounts receivable, free and clear of all Liens. (b) Since the date of the Interim Balance Sheet, there have not been any write-offs of any notes or accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event of the Company in excess of applicable reserves nor is there any such write-off which has not been made by which is required to be indemnified made consistent with past practices, as of the date of this Agreement, except for uncollectible accounts receivable over write-offs which were made in the ordinary course of business and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameconsistent with past practice.

Accounts Receivable. The accounts receivable reflected in Schedule 3.8 of the Balance Sheet constituted Company Disclosure Schedule provides a complete and accurate list of all accounts receivable of PSI the Company and its Subsidiaries as each of the date Company Subsidiaries and sets forth for each (i) the identity of the party from whom the receivable is collectible and the Entity to which such receivable is owed; (ii) when such receivable becomes due and the current ageing thereof, other than accounts receivable fully written off as uncollectible as ; and (iii) the amount of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice)receivable. All accounts receivable created after the date shown on Schedule 3.8 of the Company Disclosure Schedule and/or the Management Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts Sheets (net of reserves indicated on the allowance for doubtful accounts established with consistently applied prior practiceManagement Balance Sheets) or thereafter acquired until the Effective Time (net of reserves accrued in the Ordinary Course of Business) will be collectible within 60 days of the applicable invoice date (subject to Parent’s using commercially reasonable efforts after the Effective Time to collect the same) (the representation set forth in this sentence of Section 3.8 shall be referred to herein as the “AR Collectability Representation”). The "allowance for doubtful accounts" shown values at which accounts receivable are carried on the Balance Sheet is sufficient to cover all doubtful accounts resulting from books of the Company and each of the Company Subsidiaries reflect the accounts receivable valuation policy of the Company and are in accordance with US GAAP or UK GAAP, as applicable. None of the receivables of the Company or any of the Company Subsidiaries is subject to any claim of recoupment, set forth in off, or counterclaim (whether asserted or unasserted), and, to the Balance Sheetknowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. The Company agrees that it will use due diligence and reasonable efforts to collect the No accounts receivable existing as of the Closing, short Company or any of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is Subsidiaries are contingent upon the performance by the Company or any of the Company Subsidiaries of any obligation. None of the Company or any of the Company Subsidiaries has granted to be indemnified any Person any Lien on any such receivables, and no agreement for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior deduction or discount has been made with respect to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameany of such receivables.

Accounts Receivable. The accounts receivable reflected Except as set forth in Schedule 3.23(a) of the Due Diligence Memorandum and unless reserved for in the allowance for doubtful accounts or any other reserve account in the Financial Statements, to the Knowledge of the Company (for purposes of this Section 3.23(a), the definition of “Knowledge” is limited to actual knowledge of the Company), (i) the debtors to which the Receivables relate are not in or subject to a bankruptcy or insolvency proceeding and (ii) none of the Receivables has been made subject to an assignment for the benefit of creditors. Except as set forth in Schedule 3.23(a) of the Due Diligence Memorandum and unless reserved for in the allowance for doubtful accounts or any other reserve account in the Financial Statements, all Receivables pursuant to Financing Contracts that are reflected on the Latest Balance Sheet constituted all accounts receivable (net of PSI any allowances or reserves shown thereon) (i) are valid, existing and, to the Knowledge of the Company (for purposes of this Section 3.23(a), the definition of “Knowledge” is limited to actual knowledge of the Company) collectible in a manner consistent with the past practice of the Company and its Subsidiaries as of the date thereofSubsidiaries, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignmentsii) represent monies due for goods sold and delivered or services rendered in the ordinary course of business, business and (iii) are not subject to any return privilegesrestrictions, set-offs security interests or counterclaimsother Liens, except Permitted Liens. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected set forth in full since the date Schedule 3.23(a) of the Balance Sheet or are collectible at their full respective amounts (net of Due Diligence Memorandum and unless reserved for in the allowance for doubtful accounts established or any other reserve account in accordance the Financial Statements, all Receivables other than those Receivables pursuant to Financing Contracts that are reflected on the Latest Balance Sheet (net of any allowances or reserves shown thereon) (i) are valid, existing and collectible in a manner consistent with consistently applied prior practice). All accounts receivable created after the date past practice of the Balance Sheet up to the Closing will arise from valid transactions Company and its Subsidiaries, (ii) represent monies due for goods sold and delivered or services rendered in the ordinary course of businessbusiness and (iii) are not subject to any restrictions, and will be validsecurity interests or other Liens, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheetexcept Permitted Liens. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as its Subsidiaries have not factored any of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samebusiness’ Receivables.

Accounts Receivable. (a) Kellstrom shall, following the Closing Date, use efforts consistent w▇▇▇ ▇▇▇ ▇fforts generally used by it to collect its own receivables to collect Purchased Receivables. The accounts receivable reflected Company shall designate one representative (the "Company Collection Representative") in writing to Kellstrom with whom Kellstrom shall coordinate the collection of Purc▇▇▇▇▇ ▇▇▇eivables du▇▇▇▇ ▇▇▇ first year following the Closing Date. The Company Collection Representative shall not be entitled to, and shall not, contact any account debtors with respect to the collection of any Purchased Receivables; provided, however, the Company Collection Representative shall have the right upon request to participate with Kellstrom in conference calls and/or meetings with account debtors to ▇▇▇▇▇▇▇ the collection of Purchased Receivables. Kellstrom shall make available to the Company Collection Representati▇▇ ▇▇▇▇ ▇equest such information relating to the Purchased Receivables as the Company Collection Representative may reasonably request. The Company Collection Representative shall have the authority to act on behalf of the Company in approving any actions to be taken that are not consistent with the actions customarily taken by Kellstrom in connection with the collection of its own receivables, i▇ ▇▇▇▇▇▇▇g any disputes with respect to the Purchased Receivables and in approving any discounts or offsets to the Purchased Receivables. If Kellstrom shall at any time propose to accept any goods in settlement ▇▇ ▇▇▇ ▇urchased Receivables, it shall obtain the consent of the Company Collection Representative (which shall not be unreasonably withheld or delayed), and the value of such goods shall be as mutually agreed upon by the parties. The Company shall have the right at its sole cost and expense twice during the first year following the Closing Date upon prior written notice to Kellstrom to audit and inspect the books and records of Kellstrom rel▇▇▇▇▇ ▇▇ the Purchased Receivables during normal busines▇ ▇▇▇▇▇. (b) Any payments received by Kellstrom from a customer following the Closing Date on account of Pu▇▇▇▇▇▇▇ ▇eceivables shall be applied first to the payment of unpaid invoices referenced by the customer on or in connection with the payment of such invoices or if no such reference is made by the customer on or in connection with the payment of such invoices, then to the payment of invoices issued to such customer in the Balance Sheet constituted order in which such invoices were issued; provided, however, that, if Kellstrom shall have received notice from a customer disputing all accounts receivable or ▇▇▇ ▇▇▇▇ion of PSI an unpaid invoice, then any payment received from such customer shall not be applied to the disputed portion of such invoice, but shall be applied to the balance of such invoice, and then to the next invoice issued to such customer (in each case, until the dispute with such customer shall be resolved). Kellstrom shall not encourage any of its Subsidiaries as customers to give priority t▇ ▇▇▇ ▇▇▇ment of receivables owed to Kellstrom over the payment of the date thereofPurchased Receivables. (▇) At any time following the Closing Date, other than accounts receivable fully upon the written off as uncollectible as request of the Company, Kellstrom shall sell to the Company and/or AVS any Purchased Receivab▇▇▇ ▇▇▇▇▇ remain unpaid or unsatisfied. Upon the written request of Kellstrom delivered at any time within thirty (30) days following the ▇▇▇▇▇ ▇▇niversary of the Closing Date, the Company and/or AVS shall purchase from Kellstrom any Purchased Receivables which remain unpaid or unsatisfie▇ ▇▇ ▇▇ ▇he one year anniversary of the Closing Date. The purchase price of any Purchased Receivables purchased by the Company and/or AVS hereunder shall be equal to the face amount thereof (the "Receivables Purchase Amount"), and upon any such purchase, the Company may retain the proceeds of such date Purchased Receivables as and when collected (and to the extent thereafter collected by or paid to Kellstrom, Kellstrom shall promptly remit the same to the Company). I▇ ▇▇▇ ▇▇▇/o▇ ▇▇▇ ▇▇▇pany elects to purchase the Purchased Receivables pursuant to the first sentence of this Section 6.18(c), AVS shall deliver to Kellstrom a certificate signed by its Chief Financial Officer setting ▇▇▇▇▇ ▇▇e Purchased Receivables which it desires to purchase, and Kellstrom shall transfer such Purchased Receivables to AVS and/or the ▇▇▇▇▇▇▇ and AVS and/or the Company shall pay for the Purchased Receivables in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made cash by wire transfer of immediately available funds as follows: (i) for purchases of Purchased Receivables that are "Eligible Receivables" (as opposed to consignments) or services rendered such term is defined in the ordinary course Kellstrom Credit Facility), on the date such transfer is made to AVS ▇▇▇/▇▇ ▇▇e Company and (ii) for purchases of business, and Purchased Receivables that are not subject Eligible Receivables, on the earlier to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date occur of the Balance Sheet or are collectible at their full respective amounts one hundred eightieth (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created 180th) day after the date of such sale or the Balance Sheet up first anniversary of the Closing Date. If Kellstrom elects to sell Purchased Receivables to the Closing will arise from valid transactions in Company and/or ▇▇▇ ▇▇▇▇▇ant to the ordinary course second sentence of businessthis Section 6.18(c), Kellstrom shall deliver to the Company and/or AVS a certificate signe▇ ▇▇ ▇▇▇ Chief Financial Officer setting forth the aggregate of such Purchased Receivables which remain unpaid or unsatisfied as of such date, together with all related and supporting documentation, and will be valid, binding the Company and/or AVS shall purchase such Purchased Receivables from Kellstrom within thirty (30) days following receipt thereof as follow▇: (▇) ▇▇S shall provide to Kellstrom a credit toward the purchase of services from AVS and legally enforceable obligations at their full respective amounts its A▇▇▇▇▇▇▇▇▇ equal to the lesser of (net x) the Receivables Credit Amount or (y) fifty percent (50%) of the allowance Receivables Purchase Amount and (b) the balance in cash by wire transfer of immediately available funds. The purchase price and terms for doubtful accounts established services to which the credit shall be applied from time to time shall be no less favorable than those offered to unaffiliated third parties with consistently applied prior practicesimilar purchase volume. If the Company or AVS shall fail to provide Kellstrom with the appropriate Receivables Credit Amount from time to ▇▇▇▇, ▇▇ pay the cash amount within the applicable period set forth above, then Kellstrom shall have the right (but not the obligation), in addition ▇▇ ▇▇▇ ▇▇her remedies which it may have, to either (a) deem such amount to be Kellstrom Indemnifiable Damages in accordance with Article IX (provid▇▇, ▇▇▇▇▇er, that the Kellstrom Indemnification Threshold and the Kellstrom Indemnification ▇▇▇ ▇▇▇▇l not be applicable to such amount) ▇▇ (▇) ▇etoff such amount against any amount owed by Kellstrom or any of its Affiliates to AVS, the Company or any Affilia▇▇ ▇▇ ▇▇▇ or the Company (whether under this Agreement or otherwise). The "allowance for doubtful accounts" shown on Kellstrom shall advise the Balance Sheet is sufficient Company at least sixty (60) days prior to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as ▇▇▇ ▇▇▇▇▇ anniversary of the ClosingClosing Date of any uncollected Purchased Receivables and any unpaid Assumed Payables owed to any member of a Group from which there is an uncollected Purchased Receivable, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In provided that failure to deliver said notice within the event applicable time period shall not in any way affect Kellstrom's rights or the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration Company's or cost to Shareholders so that Shareholders may pursue the sameAVS' obligations hereunder.

Accounts Receivable. The accounts receivable reflected in At the Balance Sheet constituted all Closing, the accounts receivable of PSI the Company and its Subsidiaries as of the Closing Date (the "Accounts Receivable"), less a reserve placed in a sub-account of the Escrow in an amount equal to ten percent (10%) of their face amount (the "A/R Reserve Escrow"), shall be determined. As of the date thereoffour (4) months (the "Collection Period") following the Closing, other than accounts receivable fully written off as uncollectible as Buyer shall determine in good faith the amount, if any, by which the Accounts Receivable exceed the actual collection of such date in accordance with consistently applied Accounts Receivable after applying any applicable customer deposits or credits made or given prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid Date with respect to such Accounts Receivable or the transactions in giving rise thereto (the ordinary course "Accounts Receivable Deficiency") at the expiration of businesssuch Collection Period. Buyer shall, within twenty (20) days following the expiration of such Collection Period, provide the Shareholder Representative with reasonably satisfactory evidence of the amount of the Accounts Receivable Deficiency and the components thereof, and will subject to the provisos below, shall cause the Surviving Corporation and its Subsidiaries, or their successors or assigns, to assign to the Shareholder Representative any such Accounts Receivable which have not been collected within the Collection Period, and any rights to interest and/or penalties relating thereto, provided that: (i) Buyer may elect to cause the Surviving Corporation to retain any such Accounts Receivable, in which event the aggregate amounts of such Accounts Receivable shall be valid, binding and legally enforceable obligations excluded in determining the Accounts Receivable Deficiency; or (ii) Buyer may elect to return the uncollected Accounts Receivable to the Shareholder Representative at their full respective amounts book value to determine the Accounts Receivable Deficiency. Except where (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown i) a customer that owes an Account Receivable is on a COD basis on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as day of the Closing, short 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 filing litigationthe oldest outstanding balance of such customer's account. Payments received from 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 Shareholder Representative at the time it causes the Surviving Corporation or its Subsidiaries, or their successors in interest, to place any customer on accounts receivable where a COD basis. 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. On or about the date three (3) months after the Closing Date, Buyer shall provide the Shareholder Representative with a status report setting forth in reasonable detail Buyer's collections of, and collection efforts with respect to, the Accounts Receivable and confer with the Shareholder Representative regarding appropriate steps to be taken to collect unpaid Accounts Receivable. Within 25 days after the Shareholder Representative's receipt of Buyer's written notice of the Accounts Receivable Deficiency, Buyer shall receive from the A/R Reserve Escrow the Accounts Receivable Deficiency, with interest on such customer had a balance at Closing will first Accounts Receivable Deficiency as earned on such amount under the 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 applied against old undisputed balance(s)deducted from the Escrow Fund. In the event the Company is amount of the A/R Reserve Escrow exceeds the -6- 13 Accounts Receivable Deficiency, then the Escrow Agent shall promptly transfer the excess to be indemnified for uncollectible accounts receivable over the Shareholder Representative Escrow and above Buyer shall so instruct the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameEscrow Agent.

Accounts Receivable. The 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 outstanding accounts receivable reflected included in the Balance Sheet constituted Transferred Assets. Payments received from customers and credit returns shall be applied to the specific invoice designated by the customer paying or returning the same. Upon Purchaser's written request, Seller agrees to purchase from Purchaser any and all accounts receivable of PSI and its Subsidiaries as included in the Transferred Assets (the "CLOSING ------- RECEIVABLES") which have not been collected during the 180 days immediately ----------- following the Closing Date, to the extent that the uncollected amount of the date thereofClosing Receivables exceeds an amount equal to (i) $25,000, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made plus (as opposed to consignmentsii) Seller's reserves for bad debts reflected on the Interim Statements, plus (iii) supplier credits, whether or services rendered not reserved, arising in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance Seller's Business for doubtful accounts established in accordance with consistently applied warranty related claims from sales prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions Date (the "RECEIVABLES ADJUSTMENT") in exchange for a purchase price equal to the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts ---------------------- Receivables Adjustment (net such purchase price being referred to herein as the "Receivables Adjustment Price"). Such notice shall include a statement indicating the amount of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on Closing Receivables collected and an itemized list of the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing uncollected Closing Receivables as of such date. Upon Seller's payment of the ClosingReceivables Adjustment Price, short Purchaser shall assign all of filing litigation. Payments received from a customer on accounts receivable where its rights to the uncollected Closing Receivables to Seller and Seller shall be entitled to all subsequent collections with respect to such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samereceivables.

Accounts Receivable. The accounts receivable reflected in From and after the Balance Sheet constituted Closing, Purchaser shall use commercially reasonable efforts consistent with Sellers’ past practices to collect all accounts receivable of PSI and its Subsidiaries as of the billed Accounts Receivable within 120 days after the Closing Date and all of the unbilled Accounts Receivable within one (1) year after the Closing Date. Purchaser further agrees that, from and after the Closing, it shall not, directly or indirectly, take any action, or fail to take any action, that would have the effect of delaying, interfering with or in any way hindering the collection of any of the Accounts Receivable, or that would permit any customer to extend the due date thereoffor payment of any of the Accounts Receivable; provided, other than accounts receivable fully written off as uncollectible as however, that if any action or inaction on behalf of Purchaser that is prohibited by this Section 3.16 shall occur, the occurrence of such date in accordance with consistently applied prior practice. All action or inaction and any negative effect that such accounts receivable arose from valid sales made (as opposed to consignments) action or services rendered in inaction may have on the ordinary course collection of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established Accounts Receivable shall not in accordance with consistently applied prior practice). All accounts receivable created after the date any case constitute a breach of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, representations and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable warranties by Sellers set forth in Section 3.16(a). In addition, Purchaser shall promptly notify Sellers in writing and reasonably consult with Sellers to the Balance Sheet. The Company agrees extent that Purchaser reasonably anticipates that it will use due diligence and reasonable efforts be unable to collect the accounts receivable existing as any of the Closing, short billed Accounts Receivable within 120 days after the Closing Date or any of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at the unbilled Accounts Receivable within one (1) year after the Closing will first be applied against old undisputed balance(sDate (hereinafter referred to as an “Uncollectible Account”). In Within fifteen (15) days of receipt of any such notice, Sellers may elect by delivering written notice to Purchaser (a “Repurchase Notice”) to repurchase any such Uncollectible Account from Purchaser for a purchase price equal to the event aggregate face value of such Uncollectible Account. No later than ten (10) days following receipt of such Repurchase Notice, Purchaser shall execute and deliver to Sellers all instruments as shall be reasonably necessary to effectively vest in Sellers all of the Company right, title and interest of Purchaser with respect to any Uncollectible Account which is the subject of a Repurchase Notice without any representation or recourse. Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall not be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior entitled to Closing, the uncollectible accounts will be assigned indemnification or any other remedy pursuant to Shareholders at no additional consideration or cost this Agreement with respect to Shareholders so that Shareholders may pursue the sameany Uncollectible Account which is repurchased by Sellers as described herein.

Accounts Receivable. The accounts receivable reflected in No later than fifteen (15) days after the Balance Sheet constituted Closing Date, Purchaser will furnish to Seller an aging report of all accounts receivable Receivables reflecting for each account the name of PSI the customer, the age and its Subsidiaries outstanding balance as of the date thereof, other than accounts receivable fully written off as uncollectible Closing Date and any underlying detail comprising the outstanding balance as of such date in accordance with consistently applied prior practicethe Closing Date. All such accounts receivable arose from valid sales made (as opposed Purchaser shall, for a period of 90 days following the Closing Date, collect the Receivables. Purchaser covenants and agrees to consignments) or services rendered use its normal collection practices in the ordinary course of business, business to collect the Receivables. Purchaser does not guarantee collection of such Receivables. Purchaser shall apply any and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective all amounts (net of allowance for doubtful accounts established received from each account debtor in accordance with consistently applied prior practice). All accounts receivable created after the date instructions of the Balance Sheet up account debtor, or if none is given then to the Closing will arise from valid transactions in the ordinary course repayment of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the outstanding accounts receivable existing as of the Closingtime of this Agreement, short unless the customer has directed Purchaser not so to apply such amount because it has a bona fide claim that such Receivables existing on the Closing Date is not payable by it. Notwithstanding the foregoing, the application of filing litigation. Payments payments received from a customer on accounts receivable where such customer had a balance at Closing will first by Purchaser shall be applied against old undisputed balance(s)to the Receivables and remitted to Seller on a first-in, first-out basis except to the extent that a bona fide dispute exists with respect to such Receivables. In To the event extent that deducts are taken by customers in respect of liabilities assumed by Purchaser, Purchaser shall reimburse Seller for such deducts when remittances are made. Purchaser shall remit to Seller all such Receivables collected on a bi-weekly basis except that to the Company extent that there is in excess of $10,000 to be indemnified for uncollectible accounts receivable over and above paid at the allowance for doubtful accounts existing immediately prior end of any week such amount shall be remitted at the end of such week. Any Receivables not collected by Purchaser in the 90 day period shall then be transferred to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameSeller.

Accounts Receivable. The accounts receivable reflected in shown on the Company Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and are not subject to any return privilegesother charges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable and have been collected in full since the date of the Balance Sheet or are collectible at their full respective in the book amounts (net thereof, less an amount not in excess of the allowance for doubtful accounts established provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied prior practice)and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. All The accounts receivable created of the Company arising after the date of the Balance Sheet up to Date and before the Closing will arise from valid transactions Date arose in the ordinary course of business, consistent with past practices, and will be validrepresented bona fide claims against debtors for sales and other charges, binding and legally enforceable obligations at their full respective have been collected or are collectible in the book amounts (net of the allowance thereof, less allowances for doubtful accounts established and warranty returns determined in accordance with GAAP consistently applied prior practice). The "allowance for doubtful accounts" shown on and the Balance Sheet is Company’s past practices, which are or shall be sufficient to cover all doubtful accounts resulting from provide for any losses which may be sustained on realization of the accounts receivable set forth in the Balance Sheetreceivables. The Company agrees has not received any written notice that it will use due diligence and reasonable efforts to collect the any accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is subject to be indemnified for uncollectible any claim of offset, recoupment, setoff or counter-claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No accounts receivable over are contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and above replacement. Except as set forth on Schedule 2.13 of the allowance Company Disclosure Letter, no Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.26 of the Company Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts existing immediately prior to Closingand warranty returns, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samein each case as of July 31, 2013.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignmentsa) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since From the date of the Balance Sheet CLOSING until a date 180 days after the CLOSING DATE (the "COLLECTION PERIOD"), the PURCHASERS shall scrupulously and consistent with customary collection practices for the BUSINESS, attempt to collect all ACCOUNTS RECEIVABLE. The SELLERS shall when needed cooperate and consult with the PURCHASERS in such collection measures. It is expressly agreed that the PURCHASERS shall not be required to use any method of collection different from that customarily used by the BUSINESS in the collection of accounts. It is further agreed that the PURCHASERS shall have no obligation to institute legal proceedings to collect all or are collectible at their any portion of the ACCOUNTS RECEIVABLE. b) During the COLLECTION PERIOD, the PURCHASERS shall not have the right to settle, release or otherwise compromise any ACCOUNTS RECEIVABLE without the prior written consent of the SELLERS, which consent shall not be unreasonably withheld, unless such settlement, release or compromise results in the immediate payment to the PURCHASERS in full respective amounts of the amount outstanding on such ACCOUNT RECEIVABLE. c) During the COLLECTION PERIOD, the PURCHASERS shall provide the SELLERS upon reasonable request of the SELLERS with a status report as to the collection of the ACCOUNTS RECEIVABLE, which report shall include reasonable details regarding the collection efforts by the PURCHASERS and the debtor's response. d) To the extent any debtor on any of the ACCOUNTS RECEIVABLE is also a debtor to the PURCHASERS for debts incurred after the CLOSING DATE, a remittance by such debtor shall be deemed to be on account of the earliest unpaid invoice for such debtor. Notwithstanding the foregoing, if any such debtor disputes a specific ACCOUNT RECEIVABLE attributable to such debtor (net based on a claim of allowance product defect, non-delivery, double payment or other legitimate reason for doubtful accounts established nonpayment) and requests that the remittance be credited against one or more debts incurred by such debtor after the CLOSING DATE, the remittance shall be credited in accordance with consistently applied prior practice)the debtor's instructions. e) Upon the expiration of the COLLECTION PERIOD, Neste Oy shall purchase from the PURCHASERS, for full face amount together with interest thereon accrued thereon at the INTEREST RATE, all of the ACCOUNTS RECEIVABLE which the PURCHASERS have not been able to collect in full in accordance with the provisions of this Article 11.2, as shown on a statement issued by the PURCHASERS and including the details referred to in paragraph c) above with respect to the date when the COLLECTION PERIOD expires. All accounts receivable created Such payment shall be made to an account specified by the PURCHASERS within ten (10) days after the date expiration of the Balance Sheet up COLLECTION PERIOD. f) Upon payment of the purchase price referred to in paragraph e) above, the PURCHASERS shall assign the ACCOUNTS RECEIVABLE to be purchased under such paragraph e) to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the sameSELLERS.

Accounts Receivable. The accounts receivable reflected in the Balance Sheet constituted all All accounts receivable of PSI and its Subsidiaries as of the date thereofCompany (“Accounts Receivable”), other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose whether or not reflected on the Latest Balance Sheet, represent valid obligations arising from valid sales actually made (as opposed to consignments) or services rendered actually performed in the ordinary course of business. The Accounts Receivable are current and, and are not subject to any return privilegesthe Company’s Knowledge, set-offs or counterclaims. Except as disclosed collectible, net of the reserves shown on SCHEDULE 4.17, such accounts receivable the Latest Balance Sheet (which reserves have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practiceGAAP and calculated consistent with past practice in the preparation of the Financial Statements). All None of the Accounts Receivable are subject to any claim of offset, recoupment, setoff, or counter claim, and to the Company’s Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No amount of Accounts Receivable is contingent upon the performance by the Company, a Seller, or any of their respective Affiliates, of any obligation or Contract. The Company has no obligation pursuant to any rule or regulation of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any accounts receivable created after previously collected by the date Company. No Person has any Lien on any Accounts Receivable, no Account Receivable is subject to prior assignment, no Contract for deduction or discount has been made with respect to any such Accounts Receivable, and the Company has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Balance Sheet up obligors of the Accounts Receivable have refused or given notice that they refuse to pay the Closing will arise from valid transactions full amount thereof except for minor disputes or disagreements which have arisen in the ordinary course of businessbusiness and which the Company has made adequate provision for uncollectibility, and will be valid, binding and legally enforceable obligations at their full respective amounts (net none of the allowance for doubtful obligors of such accounts established with consistently applied prior practice)receivable are an Affiliate of the Company or a Seller. The "allowance Schedule 4.09 sets forth an accurate list of the Accounts Receivable and notes receivable of the Company, an aging of such Accounts Receivable and notes receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts" shown on the Balance Sheet is sufficient to cover , all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the ClosingAugust 31, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, the uncollectible accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the same2021.

Accounts Receivable. The (a) From and after the Adjustment Time until the earlier of (i) the Closing Date, and (ii) the termination of this Agreement prior to the Closing (the “Collection Period”), Buyer agrees to use reasonable efforts to collect, as agent for Seller, the Pre-TBA Receivables in the manner regularly pursued by Buyer with respect to the collection of its accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the date thereof, other than accounts receivable fully written off as uncollectible as of such date in accordance with consistently applied prior practice. All such accounts receivable arose from valid sales made (as opposed to consignments) or services rendered in the ordinary course of business. Within five (5) business days after the end of each broadcast calendar month during the Collection Period, and are not subject to any return privileges, setBuyer shall furnish Seller with a list of uncollected Pre-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable TBA Receivables that have been outstanding for more than sixty (60) days. Buyer shall hold the proceeds collected from Pre-TBA Receivables (which may be commingled with other funds of Buyer and/or used by Buyer for its own purposes) pending remittance to Seller as provided in full since Section 2.4(e) or this Section 2.9. (b) Within twenty (20) days following the date last day of the Balance Sheet or are collectible at their full respective amounts Collection Period, Buyer will deliver to Seller all records of uncollected Pre-TBA Receivables (net provided that Buyer may retain copies of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet is sufficient to cover all doubtful accounts resulting from the accounts receivable set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(srecords). In the event collection of accounts receivable, all payments received by Buyer from account debtors will be applied first to the Company is Pre-TBA Receivables and then to Buyer’s accounts receivable, in the order of origination (i.e., “first-in, first-out”), unless the account debtor specifies otherwise, in which case the proceeds shall be indemnified applied as specifically designated by the account debtor. Buyer will take no action to encourage an account debtor to dispute its obligation to pay any billing that relates to a Pre-TBA Receivable or to specify that any payment be applied to ▇▇▇▇▇▇▇▇ other than in chronological order. Buyer or Seller will promptly deliver to the other a true copy of any notice of a dispute as to the validity or enforceability of a Pre-TBA Receivable received from an account debtor. Buyer shall not agree to any settlement, discount or reduction of any Pre-TBA Receivable without the prior written consent of Seller. Buyer’s collection obligation under this Section 2.9 shall not include any obligation to bring suit, engage a collection agent or take any legal action for uncollectible accounts receivable over the collection of any Pre-TBA Receivable. After the last day of the Collection Period, Buyer shall, if requested by Seller, execute and above deliver letters, in form and substance reasonably satisfactory to Seller and Buyer, to the allowance effect that the respective account debtor should send payments on the Pre-TBA Receivables to Seller’s designee. Notwithstanding anything herein to the contrary, Seller may take whatever actions it reasonably deems necessary or advisable in order to protect its interest in the Pre-TBA Receivables including, without limitation, bringing suit, engaging a collection agent or taking other legal action for doubtful accounts existing immediately the collection of any Pre-TBA Receivable; provided, however, Seller shall notify Buyer and cooperate in good faith with Buyer in connection with such collection efforts. (c) The proceeds of all Pre-TBA Receivables collected by Buyer from and after the Adjustment Time and prior to Closingthe Closing Date shall be paid to the Seller on the Closing Date in immediately available funds. In the event this Agreement is terminated prior to the Closing for any reason, subject to Section 11.2, within twenty (20) days thereafter, Buyer shall deliver to Seller, in immediately available funds, an amount equal to (i) the uncollectible accounts will be assigned proceeds of all Pre-TBA Receivables collected by Buyer from and after the Adjustment Time less (ii) all Accounts Payables as of the Adjustment Time actually paid by Buyer or reimbursed by Buyer to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue Seller under the sameTBA.

Accounts Receivable. The accounts receivable reflected 6.1. All of CAS's trade receivables for services rendered by CAS on or before the Closing Date shall be and remain the property of CAS. Provided, however, that if, prior to the Closing Date, CAS has entered into an agreement with a customer to provide freight services but such services have not yet been provided on or before the Closing Date, the Purchaser will assume responsibility for providing such service (or the remaining portion thereof) and will be entitled to receive the compensation for such services (or the remaining portion thereof) performed by the Purchaser, equal to the direct costs relating thereto (including commissions) paid or incurred by the Purchaser following the Closing Date, plus a pro-rata share (based on the direct costs to provide such services, including commissions, incurred or paid by CAS or the Purchaser, respectively) of the profits with respect thereto. CAS represents that it has not collected, and undertakes that it will not collect, except as otherwise disclosed in Schedule 6.1, any pre-payments from any customers, or invoices for any such services prior to the Balance Sheet constituted services having been completed. 6.2. For a period of five months from and after the Closing Date, and thereafter from month to month until the Purchaser shall give one month's advance written notice to CAS, the Purchaser shall, as agent of CAS, exercise its commercially reasonable efforts to diligently collect all accounts receivable of PSI and its Subsidiaries receivables owned by CAS as of the date thereofClosing Date. To the extent so collected, the Purchaser shall pay over and remit bi-weekly (or, if less than $5,000 is so collected on any bi-weekly period, at such time(s) as such collections aggregate $5,000) to CAS the cash receipts of such receivables, as collected, together with an accounting of such amount, showing, for each receivable collected, the payor and invoice value, the amount of the payment and any other information regularly available from the accounts receivable system included in the CAS Assets. All such cash receipts shall be received by, and held in trust by the Purchaser for the benefit of CAS. The Purchaser shall not resolve any disputed receivables with any account debtor without the consent of CAS. In the event that any such dispute is not resolved, the Purchaser, as agent for CAS, shall, at the discretion of CAS, place such receivable for collection and the cost and the expenses of collection shall be the exclusive responsibility of CAS. 6.3. As compensation to the Purchaser for the accounts receivable collection services set forth above, CAS and Holding will collectively pay to the Purchaser five percent of all proceeds so collected in excess of 90% of the face value of all such accounts receivable (i.e., face value less reserves and allowances for doubtful accounts, discounts, uncollectability, etc. consistent with past practice) on the Closing Date, other than accounts receivable fully written off as uncollectible as receivables due from Holding or any of such date in accordance with consistently applied prior practiceHolding's subsidiaries. All such accounts receivable arose from valid sales made For example, if the face value (as opposed to consignments) or services rendered in the ordinary course of business, and are not subject to any return privileges, set-offs or counterclaims. Except as disclosed on SCHEDULE 4.17, such accounts receivable have been collected in full since the date of the Balance Sheet or are collectible at their full respective amounts (net of allowance for doubtful accounts established in accordance with consistently applied prior practice). All accounts receivable created after the date of the Balance Sheet up to the Closing will arise from valid transactions in the ordinary course of business, and will be valid, binding and legally enforceable obligations at their full respective amounts (net of the allowance for doubtful accounts established with consistently applied prior practice). The "gross receivables less allowance for doubtful accounts" shown ) of all such accounts receivable on the Balance Sheet Closing Date is sufficient $8 million, and the Purchaser collects $7.5 million thereof, CAS will pay to cover all doubtful accounts resulting from the accounts receivable Purchaser $15,000 (five percent of the $300,000 collected in excess of $7.2 million (90% of the face amount)). Except with respect to remitting amounts collected to CAS as set forth in the Balance Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounts receivable existing as of the Closing, short of filing litigation. Payments received from a customer on accounts receivable where such customer had a balance at Closing will first be applied against old undisputed balance(s). In the event the Company is to be indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to ClosingSection 6.2, the uncollectible Purchaser shall not be liable for an amount owed on any accounts will be assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the samereceivable.