Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(ff) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and, other than as set forth in Schedule 2.23 of the Company Disclosure Letter, have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and its Subsidiaries’ past practices. The accounts receivable of the Acquired Companies that are reflected on Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the Interim Balance Sheet ordinary course of business, consistent with past practices, represented or on shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the accounting records book amounts thereof, less allowances for doubtful accounts determined in accordance with GAAP consistently applied and the Company’s and the Subsidiaries’ past practices. None of the Acquired Companies accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Except for Permitted Encumbrances or as disclosed in Schedule 2.23 of the 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 2.23 of the Company Disclosure Letter sets forth (a) an aging of the Company’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, (b) the amounts of allowances for doubtful accounts, and (c) the amounts of warranty reserves as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent Date. Warranty return provisions have been prepared in accordance with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableGAAP consistently applied.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts To Seller’s Knowledge, all Accounts receivable of the Acquired Companies that are reflected on the Pre-Signing Balance Sheet, the Estimated Closing Balance Sheet or the Interim Audited Closing Balance Sheet or on the accounting records of the Acquired Companies Seller and the Division as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing DateDate and to Seller’s Knowledge, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Pre-Signing Balance Sheet or on the accounting records of Estimated Closing Balance Sheet or on the Acquired Companies as of the Audited Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, and in the case of reserves shown on the reserve as of the Audited Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Final Closing Date Balance Sheet than the reserve reflected in on the Interim Pre-Signing Balance Sheet represented representative of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in Material Adverse Effect with respect to the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There To Seller’s Knowledge, there is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 Section 3(t) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Pre-Signing Balance Sheet and will set forth a complete and accurate list of all Accounts Receivable as of the date of the Estimated Closing Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Balance Sheet or the Interim 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 90 days after billing at the full recorded amount thereof less, in the case of accounts receivable appearing on the Interim Balance Sheet, the recorded allowance for collection losses on the Interim Balance Sheet or, in the case of Accounts Receivable arising since the Interim Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of the Closing 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 BusinessCompany and its Subsidiaries. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown The allowance for collection losses on the Balance Sheet or the Interim Balance Sheet or and, with respect to Accounts Receivable arising since the Interim Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Acquired Companies Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of the Closing Date are believed by the Company to be collectible within 90 days after billing at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are reserve shall be adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will shall not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable accounts receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingtherein). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(hh) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies MMP that are reflected on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (collectively, the "MMP Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the MMP Accounts Receivable are or will be as of the Closing Date current and collectible collectable net of the respective reserves reserve shown on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the MMP Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet MMP Financial Statements represented of the MMP Accounts Receivable reflected therein and will not represent a material adverse change MMP Material Adverse Effect in the composition of such MMP Accounts Receivable in terms of aging). Subject to such reserves, each of the MMP Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an MMP Accounts Receivable relating to the amount or validity of such MMP Accounts Receivable. Part 3.8 of MMP shall deliver on the Disclosure Letter contains Closing Date a complete and accurate list of all MMP Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing DateDate , will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The Sellers have made available to Buyer a list of all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers and their Subsidiaries as of the Closing Current Balance Sheet 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 Date, the “Current Accounts Receivable are or will be as Statement”), together with an aging schedule indicating a range of the Closing Date current and collectible net days elapsed since invoice. All of the respective reserves shown such accounts receivable listed on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Current Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns Statement arose in the Ordinary Course of Business, under are carried at values determined in accordance with GAAP consistently applied (except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), and are to Sellers’ Knowledge, collectible except to the extent of reserves therefor set forth in the Current Balance Sheet for receivables arising subsequent to the Current Balance Sheet Date as reflected on the books and records of the Sellers and their Subsidiaries (which are prepared in accordance with GAAP, except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), in each case, except as otherwise set forth in Sellers’ Disclosure Letter. No Person other than Buyer and its affiliates has any Contract Lien on any of such accounts receivable and no request or agreement for deduction or discount has been made with respect to any obligor of an the accounts receivable. To the Knowledge of Seller, the accounts receivable set forth in the Current Accounts Receivable relating Statement and other debts arising therefrom are not subject to any counterclaim or set-off and there are no claims or disputes with regard to any such accounts receivable except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of reserves reflected on the date of the Interim Current Balance Sheet. Since the Current Balance Sheet Date, which list sets forth the aging of such Accounts ReceivableSellers have not made any change in their credit policies, nor have they materially deviated therefrom.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the Acquired Companies that are reflected on ordinary course with respect to the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Company's business (collectively, the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations arising from sales actually made or services actually performed due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Ordinary Course Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of Business. Unless paid prior the Company) and (B) with respect to Accounts Receivable arising after the Closing Balance Sheet Date, the Accounts Receivable reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be as of on the Closing Date current enforceable in accordance with their terms, and collectible net of the respective reserves shown on the Balance Sheet (iv) are not or the Interim Balance Sheet will not be subject to any deduction, defense, set-off or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate counterclaim, and calculated further subject to normal allowances, deductions and customary discounts consistent with past practice and, in the case practices of the reserve Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Closing DateCompany and Seller, will not represent a greater percentage of there are no disputes between the Company and any account debtor with respect to any Accounts Receivable as and neither the Company nor Seller is aware of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in terms of aging)accordance with their respective terms. Subject to such reservesSince October 28, each of 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable either has been or will be collected in full, without accelerated the collection of any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of included in the Closing Date Working Capital (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of in the Accounts Receivable included in the Closing DateWorking Capital, will not represent a greater percentage of the Accounts Receivable as of reflected in the Accounts Receivable included in the Closing Date Working Capital than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Exhibit 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made Claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to 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 previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable in terms is an Affiliate of aging). Subject to such reservesany Acquired Entity or, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount Knowledge of any Contributor, is involved in a bankruptcy or validity of such insolvency proceeding. Except as set forth in Schedule 6.17, no Accounts ReceivableReceivables are subject to prior assignment or Lien. Part 3.8 of Except as reflected on the Disclosure Letter contains a complete Latest Balance Sheet as would be adjusted for operations and accurate list of all Accounts Receivable as of transactions during the period after the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each Seller has no knowledge of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Seller has delivered to Buyer a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Year-end Balance Sheet represented of representing the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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. . a. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). . b. Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. . c. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Coil Tubing Technology Holding, Inc. that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc. as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim latest Balance Sheet or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc., as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim latest Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 2.13 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected set forth on the Interim Balance Sheet or Sheet, and all accounts receivable arising since the Interim Balance Sheet Date, represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said accounts receivable are subject to no defenses, counterclaims or rights of setoff, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the accounting records of the Acquired Companies as of the Closing Date (collectivelyInterim Balance Sheet and, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course case of Businessaccounts receivable arising since the Interim Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable which is not greater than the rate reflected by the reserve for bad debts on the Interim Balance Sheet. Unless paid prior to As of the Closing Date, the Accounts Receivable are set forth on the Pre-Closing Balance Sheet will represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said Accounts Receivable will be as subject to no defenses, counterclaims or rights of setoff, except to the extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of set forth on the Pre-Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been is or will be collected in full, collectible without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable Accounts Receivable Balance per Aging Report Assigned To ▇▇▇▇▇ Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable - - Accounts Receivable Availability before Sublimit(s) Total Collateral Availability - - Suppressed Availability - - Availability before Reserves Total Credit Line 350,000,000.00 Last 90 day Collections - - Letter of Credit Balance As of: Loan Ledger Balance As of: Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the Acquired Companies Borrowers that are reflected on (i) the Balance Sheet representations and warranties of each Borrower or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed its Subsidiaries contained in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are Credit Agreement or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected be applicable to any representations or warranties that already are qualified or modified by materiality in the Interim Balance Sheet represented of the Accounts Receivable reflected therein text thereof) on and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date hereof and the date of any requested extension of credit as though made on and as of such date (except to the extent that such representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iii) all of the Interim Balance Sheetforegoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. Authorized Signer To: ▇▇▇▇▇ Fargo Bank, which list sets forth National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of [June ___], 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the aging “Credit Agreement”) by and among DEX MEDIA, INC., a Delaware corporation, YP LLC, a Delaware limited liability company, ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LLC, a Delaware limited liability company, YP ADVERTISING & PUBLISHING LLC, a Delaware limited liability company, PRINT MEDIA LLC, a Delaware limited liability company (each individually referred to as a “Borrower”, and individually and collectively, jointly and severally, referred to as the “Borrowers”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Parent”), CERBERUS YP DIGITAL BLOCKER LLC, a Delaware limited liability company, CERBERUS YP BLOCKER LLC, a Delaware limited liability company, YP HOLDINGS LLC, a Delaware limited liability company, PRINT MEDIA HOLDINGS LLC, a Delaware limited liability company, YP INTERMEDIATE HOLDINGS CORP., a Delaware corporation, YP WESTERN HOLDINGS CORP., a Delaware corporation, YP SOUTHEAST HOLDINGS CORP., a Delaware corporation, YP MIDWEST HOLDINGS CORP., a Delaware corporation, YP CONNECTICUT HOLDINGS CORP., a Delaware corporation, PLUSMO HOLDINGS CORP., a Delaware corporation, and INGENIO HOLDINGS CORP., a Delaware corporation, as guarantors, the lenders party thereto as “Lenders” (each of such Accounts Receivable.Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“▇▇▇▇▇ Fargo Bank”), as administrative agent for each Secured Party, ▇▇▇▇▇ Fargo Bank and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as joint lead arrangers, joint book runners, and co-collateral agents, and PNC Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned Financial Officer of Dex Media, Inc., as Administrative Borrower, hereby certifies in such capacity and not in his individual capacity as of the date hereof that:

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent in accordance with past practice GAAP Consistency and, in the case of the reserve as of the Closing Date, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of which are included in the Acquired Companies that are Business Assets reflected on the BP Balance Sheet or arising since the Interim BP Balance Sheet Date represent bona fide amounts owed for products previously delivered or on the accounting records services previously rendered, and none of such accounts receivable represent a billing for products or services not yet delivered or rendered. All of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed accounts receivable which are included in the Ordinary Course of Business. Unless paid prior Business Assets are valid receivables and are current and, to the Closing DateBP Parties’ Knowledge, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case collections experience of the reserve BP Asset Selling Entity or the Purchased Subsidiaries, as applicable), without resort to litigation or extraordinary collection activity, within ninety (90) calendar days of the Closing Date. To the BP Parties’ Knowledge, will not represent a greater percentage none of the Accounts Receivable as BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice from an account debtor stating that any account receivable in excess of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of $50,000 is subject to any defense, setoff or counterclaim by such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, account debtor other than returns in the Ordinary Course ordinary course of Business, under any Contract with any obligor of an Accounts Receivable relating their business and subject to the amount recorded allowance for collection losses shown on the BP Balance Sheet Date. Except to the extent reserved against or validity of such Accounts Receivable. Part 3.8 reflected on the BP Financial Statements, to the Knowledge of the Disclosure Letter contains BP Parties, there is no reason why the accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries would not be collectible in the ordinary course of business consistent with past practice. The allowance for collection losses shown on the BP Balance Sheet has been determined in accordance with GAAP consistent with past practice. Set forth on Schedule 3.11 hereto is a complete and accurate list of all Accounts Receivable accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries with respect to the Business as of the date of the Interim Balance SheetDecember 31, which list sets forth 2010 including the aging of such Accounts Receivablethereof.

Accounts Receivable. All SCHEDULE 3.15 is a true, correct and complete listing and aging of the Company's accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the last day of the last full calendar month preceding the date hereof determined in accordance with GAAP consistently applied and determined in a manner consistent with the presentation in the Financial Statements. All of such accounts receivable have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts 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 (collectively30) days thereafter, the "Accounts Receivable") represent or Shareholders will represent valid obligations arising from sales actually made or services actually performed deliver to Buyer a true, correct and complete listing and aging of the Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP consistent with the presentation in the Ordinary Course Financial Statements (the "Closing Date Receivables"), to be appended as part of BusinessSCHEDULE 3.15 hereto. Unless paid prior SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Closing Date, the Accounts Receivable Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or will set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15, in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be as reflected on SCHEDULE 3.15 or on the Financial Statements have been or shall be determined in accordance with GAAP consistently applied and are and shall be consistent with the presentation in the Financial Statements, it being understood that in no event shall the reserve with respect to the Closing Date Receivables exceed 1% of the total face amount of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableReceivables.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90-days after of the day on which it first becomes due and payabledate of invoice (except in the case of foreign accounts receivable, within 120-days of the date of invoice). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetAgreement, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the NSL Acquired Companies that are reflected on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (collectively, the "NSL 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 Date, the NSL Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the NSL Accounts Receivable as of the Closing Date than the reserve with respect to the NSL Accounts Receivable as reflected in the NSL Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such NSL Accounts Receivable in terms of aging). Subject to such reserves, each of the NSL Accounts Receivable either has been or or, to the Knowledge of NSL and Seller, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an NSL Accounts Receivable relating to the amount or validity of such NSL Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter contains a complete and accurate list of all NSL Accounts Receivable as of the date of the NSL Interim Balance Sheet, which list sets forth the aging of such NSL Accounts Receivable.

Accounts Receivable. (a) All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Latest Year-End Balance Sheet or on the accounting records of October Balance Sheet, or which will be reflected on the Acquired Companies as of the Closing Date Final October Balance Sheet (collectively, the "Accounts Receivable") represent represented or (with respect to the Final October Balance Sheet) will represent valid obligations arising from sales actually made or services actually performed by the Company in the Ordinary Course of Business. Unless paid collected by the Company prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves as shown on the Latest Year-End Balance Sheet or and the Interim October Balance Sheet or and to be shown on the Final October Balance Sheet, and on the accounting records of the Acquired Companies Company as of the Closing Date (which respective dates of said Balance Sheets. Such reserves are are, and with respect to the Final October Balance Sheet will be, adequate and calculated consistent with past practice and, in the case of the reserve as of in the Closing DateFinal October Balance Sheet, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Year-End Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, except as set forth on Part 3.8(a) of the Disclosure Letter each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 180 days after the day date on which it first becomes due and payable. There Except as set forth on Part 3.8(a) to the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. . (i) Part 3.8 3.8(b)(i) of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim September Balance Sheet, which . (ii)Part 3.8(b)(ii) of the Disclosure Statement (the "Closing Date Receivable Schedule") contains a complete and accurate list sets forth the and aging of such all Accounts ReceivableReceivable as of the Closing Date.

Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts, sales return reserves and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and the Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate. The accounts receivable of the Acquired Companies that are reflected on Company and the Subsidiaries arising after the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and before the Closing Date (collectively, the "Accounts Receivable") represent or as will represent valid obligations arising from sales actually made or services actually performed be reflected in the Ordinary Course Company Closing Financial Certificate arose or shall arise in the ordinary course of Business. Unless paid prior to the Closing Datebusiness, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andpractices, represented or shall represent bona fide claims against debtors for sales and other charges, less allowances for doubtful accounts, sales return reserves and warranty returns determined in accordance with GAAP consistently applied and the case Company’s and the Subsidiaries’ past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the reserve as receivables. None of the Closing Date, will not represent a greater percentage accounts receivable of the Accounts Receivable as Company and the Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Closing Date Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein normal warranty repair and will not represent a material adverse change in the composition replacement. No Person has any lien on any of such Accounts Receivable in terms of aging). Subject to such reservesaccounts receivable, each of the Accounts Receivable either and no agreement for deduction or discount has been or will be collected in full, without made with respect to any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivableaccounts receivable. Part 3.8 Schedule 2.20 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth an aging of the date Company’s and the Subsidiaries’ accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts, sales return reserves and warranty returns. Schedule 2.20 of the Interim Balance Sheet, which list Disclosure Letter sets forth such amounts of accounts receivable of the aging Company and the Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such Accounts Receivableclaims.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to 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 previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable is an Affiliate of any Acquired Entity or, to the Knowledge of any MCE Party, is involved in terms of aging)a bankruptcy or insolvency proceeding. Subject to such reservesExcept as set forth in Schedule 6.17, each of the no Accounts Receivable either has been are subject to prior assignment or will Lien. Except as reflected on the Latest Balance Sheet as would be collected in full, without any set-off, within ninety days adjusted for operations and transactions during the period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts Receivable"“ACCOUNTS RECEIVABLE”) represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Year-end Balance Sheet represented of representing the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred eighty days after the day on which it first becomes due and payable, except for any Accounts Receivable payable in installments over a longer term pursuant to written Contract which, subject to such reserves, will be paid in full without set-off, in accordance with such written contracts. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All (a) The aged listing of all of the Companies’ accounts receivable of the Acquired Companies that are reflected included on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies will be attached to this Agreement by Purchaser and Equityholders’ Representative as of the Closing Date Schedule 5.10 (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed as soon as reasonably practicable, but no later than the date the Closing Balance Sheet is determined pursuant to Section 1.3. All of the Accounts Receivable arose in the Ordinary Course of Business, subject to no defenses, offsets or counterclaims, and reflect goods actually sold and delivered or services rendered in the Ordinary Course of Business of each Company. Unless paid prior to None of the Closing DateAccounts Receivable are obligations of any of the Equityholders, or any of the Companies’ respective employees, Service Providers, managers, officers or directors, or any of their respective Affiliates. To the Equityholders’ Knowledge, the Accounts Receivable are or will be as of the Closing Date current and collectible in accordance with the terms thereof and at the full face amount thereof, net of the respective “bad debt” reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated in a manner consistent with the past practice and, in the case accounting practices of the reserve as of the Closing Date, will not represent a greater percentage Companies). None of the Accounts Receivable as of represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement. Notwithstanding anything herein to the Closing Date than the reserve reflected in the Interim Balance Sheet represented of contrary, the Accounts Receivable reflected therein and will not represent a material adverse change that are included in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each calculation of the Accounts Receivable Net Working Capital either has have been or will be collected in full, without any set-off, within ninety 365 days after the day Closing Date, subject to the “bad debt” reserves shown on which it first becomes due and payablethe Closing Balance Sheet. (b) Notwithstanding Section 5.10(a), the parties acknowledge that certain of the Accounts Receivable relate to retainage amounts held by the Companies’ customers pending completion of the applicable project or development (each, a “Retainage Amount”). There is no contestThe Retainage Amounts will be identified as such in Schedule 5.10. Notwithstanding anything contained herein to the contrary, claimthe Retainage Amounts will be collected in full, or right of without any set-off, other than returns in within 545 days after the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies Sorisole that are reflected specified on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (collectively, the "Sorisole 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 Date, the The Sorisole Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Sorisole Accounts Receivable as of the Closing Effective Date than the reserve reflected specified in the Interim Sorisole Balance Sheet represented of the Sorisole Accounts Receivable reflected specified therein and will not represent a material adverse change in the composition of such Sorisole Accounts Receivable in terms of aging). Subject to such reserves, each of the Sorisole Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under pursuant to any Contract with any obligor of an Sorisole Accounts Receivable relating to the amount or validity of such Sorisole Accounts Receivable. Part 3.8 of the Sorisole Disclosure Letter contains specifies a complete and accurate list of all Sorisole Accounts Receivable as of the date of the Sorisole Interim Balance Sheet, which list Sheet sets forth and the aging of such each Sorisole Accounts Receivable.

Accounts Receivable. All The Company will have delivered to Purchaser a complete and accurate schedule of the accounts receivable (including notes receivable) of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Business as of June 30, 2000, together with an accurate aging of such accounts receivable. Except for the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed reserves applicable thereto as set forth in the Ordinary Course of Business. Unless paid prior to the Closing DateFinancial Statements, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andsuch accounts receivable will, in the case of the reserve as of the Closing Date, will constitute valid receivables not represent in dispute by a greater percentage customer of the Accounts Receivable Company, except as disclosed in Section 3.7 of the Disclosure Schedule. As to the accounts receivable arising between June 30, 2000, and the Closing Date, such accounts receivable will, as of the Closing Date, constitute valid receivables not in dispute by a customer of the Company, except as disclosed in Section 3.7 of the Disclosure Schedule except for the reserves applicable thereto as set forth on the Financial Statements. Any invoiced account receivable as of the Closing Date than which is not collected in full prior to ninety (90) days thereafter shall be deemed to be uncollectible and Purchaser shall have the reserve reflected right to withdraw the amount of all uncollectible accounts receivable in excess of the reserve, as set forth in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Purchase Balance Sheet, which list sets forth from the aging Escrow Amount pursuant to the Escrow Agreement. In determining whether an account has been paid, any payments received on the account shall be applied to the oldest unpaid entry in the account, unless such account is in dispute or unless any payments made so designate specific invoice numbers, specific invoice amounts or date of delivery. Purchaser will use its commercially reasonable efforts to timely collect all such Accounts Receivableaccounts receivables within such ninety (90) day period after Closing.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will do not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will do not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 6(h) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective aggregate reserves made for the Accounts Receivable and shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which Date, as the case may be. Such reserves are adequate and have been calculated consistent with the Company's past practice andfor the preparation of internal financial statements and have been established in accordance with generally accepted accounting principles consistently applied, in and Sellers believe the case amount of the reserve as of the Closing Date, will not represent a greater percentage reserves is adequate to cover non-collection of the Accounts Receivable as in light of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)Acquired Companies' past practice. Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety the later of 150 days after the day on which it first becomes due and payablepayable or December 31, 1998; provided that all payments received by the Company from a customer with respect to any Accounts Receivable shall be applied to the oldest remaining Accounts Receivable in the order in which they arose, unless the customer indicates otherwise as a result of a dispute with respect to a particular invoice. There is no contest, claim, or right of set-off, other than returns and offsets (such as for freight and commissions) in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All (a) Set forth on Schedule 5.18 is a summary aging schedule of the accounts receivable of the Acquired Companies Seller as the Closing Date. The accounts receivable included in the Assets will constitute all of the accounts receivable of the Seller as of the Closing Date, and the listing of the accounts receivable set forth in Schedule 5.18 identifies those accounts receivable that will not be included in Net Working Capital pursuant to t he terms and provisions contained in Section 3.4 hereof. The Seller has collected the accounts receivable only in the ordinary course of business consistent with the Seller's past practices. All of the accounts receivable of the Seller arose from valid sales and bona fide transactions with third parties which are not Affiliates in the ordinary course of business, are collectible at their face value and are not subject to any defense, offset, allowance or credit, and, to the Knowledge of the Seller, there are no disputes with regard to any of such accounts. Except as set forth on Schedule 5.18, the Seller is not a party to any rebate program. (b) Schedule 5.18 contains a complete and accurate list of all accounts receivable of the Seller as of the Closing Date. All of the accounts receivable of the Seller that are reflected on in the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will shall represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Business. business. (c) Unless paid prior to the Closing Date, the Accounts Receivable accounts receivable of the Seller are or will shall be as of the Closing Date current and collectible net of the respective reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of and included in the Closing Date Net Working Capital (the "A/R Reserves"), which reserves A/R Reserves are adequate and were calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)practices. Subject to such reservesA/R Reserves, each of the Accounts Receivable either has been or will accounts receivable of the Seller shown on the Closing Balance Sheet and included in the Closing Net Working Capital shall be collected in full, without any set-offsetoff, within ninety (90) days after the day on date upon which it first becomes due and payable. There is no contestpayable (collectively, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable"Collectible A/R").

Accounts Receivable. All accounts receivable of the Acquired Companies Acquiror that ------------------- are reflected on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Omega Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.19 contains a complete and accurate list of all Accounts ------------- Receivable as of the date of the Interim Omega Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, and except as set forth in Part 4.8 of the Primal Disclosure Letter, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 4.8 of the Primal Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of Seller and the Other Acquired Companies that are reflected on the Interim Balance Sheet or the Interim Closing Date Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS 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 before the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 SECTION 2.10 of the Seller Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(pp) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable set forth on the Last Balance Sheet, and all accounts receivable arising since the Last Balance Sheet Date, represent bona fide claims of the Acquired Companies that are reflected on the Balance Sheet Company Group or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made Business against debtors for products provided or services actually performed or other charges arising on or before the date of this Agreement, and all products provided and services performed that gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts, customer, or advertiser requirements. Such accounts receivable are subject to no defenses, counterclaims, or rights of setoff and are fully collectible in the Ordinary Course of Business. Unless paid prior Business without cost in collection efforts therefor, except to the Closing Date, the Accounts Receivable are or will be as extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on accounts receivable as set forth on the Last Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of accounts receivable arising since the Last Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable that is not greater than the rate reflected by the reserve as for bad debts on the Last Balance Sheet. As of the Closing Date, will not represent a greater percentage the accounts receivables included in the calculation of the Accounts Receivable as Estimated Closing Net Working Capital will represent bona fide claims of the Closing Date than Company Group against debtors for products provided or services performed or other charges arising on or before the reserve reflected date of this Agreement, and products provided or services performed that gave rise to said accounts were delivered or performed in accordance with the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)applicable orders, Contracts, customer, or advertiser requirements. Subject to such reserves, each of the Accounts Receivable either has been or Said accounts receivable will be collected in fullsubject to no defenses, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claimcounterclaims, or right rights of set-off, other than returns setoff and are fully collectible in the Ordinary Course of BusinessBusiness without cost in collection efforts therefor, under any Contract with any obligor of an Accounts Receivable relating except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable appropriate reserves for bad debts on accounts receivable as set forth in the calculation of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableEstimated Closing Net Working Capital.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies Company as of the Closing 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 Except as set forth in Schedule 5.9, unless paid prior to the Closing Date, the Accounts Receivable are or will be to the best of the Seller Parties' knowledge as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet Financial Statement represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reservesExcept as listed on Schedule 5.9, each of the Accounts Receivable to the best of the Seller Parties' knowledge either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of BusinessBusiness known to the Seller Parties, under any Contract agreement, contract or legally binding obligation with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetFinancial Statement, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company ------------------- that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been is or will be collected in full, collectible without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-set- off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable, provided, however, that in the event Parent Seller compensates Buyer or the Company for the value of any such Account Receivable not collected within such ninety-day period, such Account Receivable will be assigned to Parent Seller or, if later collected by the Company, the Company shall pay the amount collected to the Parent Seller or otherwise credit such amount against any amount then owed by Parent Seller to the Company or Buyer. There To the Knowledge of the Company and Parent Seller, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Section 3.8 of the Disclosure Letter Schedule contains a complete and accurate list summary of all the amount of Accounts Receivable as of the date of the Interim 2005 Balance Sheet, which list summary sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.Part

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from valid sales and bona fide transactions actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the Date and except as to uncollectible Accounts Receivable that are taken into account in calculating Net Working Capital, such Accounts Receivable are, or will be as of the Closing Date Date, current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve on the accounting Records of Seller as of the Closing Date, will not represent a greater percentage of the Accounts Receivable reflected on the accounting Records of Seller as of the Closing Date than the reserve reflected in on the Balance Sheet and Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reservesreserves for uncollectible Accounts Receivable that are taken into account in calculating Net Working Capital, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There Except as set forth on Section 3.9 of the Disclosure Schedule, there is no contest, dispute, claim, defense or right of set-off, setoff other than returns for customary payment discounts provided to customers in the Ordinary Course of Business, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts ReceivableAccount Receivable in excess of reserves recorded therefor on Seller's financial statements. Part 3.8 Section 3.9 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All To the Knowledge of Page and the Stockholders, all accounts receivable of the Acquired Companies Page that are reflected on the 2002 Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Page as of the Closing 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 To Page's and the Stockholders' Knowledge, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the 2002 Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Page as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject To Page's and the Stockholders' Knowledge, subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or or, to the knowledge of Sellers after due inquiry, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of Accounts Receivable and the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") Timeshare Receivables 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible collectable net of the respective reserves shown on the Balance Sheet or the Interim Historical Balance Sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Historical Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable Receivable, other than the Timeshare Receivables, either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes became due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable or Timeshare Receivable relating to the amount or validity of such Accounts Receivable or Timeshare Receivable. Part 3.8 of the Disclosure Letter Schedule 5.12 contains a complete and accurate list of all Accounts Receivable and Timeshare Receivables as of the date of the Interim Historical Balance Sheet, which list sets forth the aging of such Accounts ReceivableReceivable and Timeshare Receivables. The number of Timeshare Intervals as of July 1, 1996 was that number set forth on Schedule 5.12 under the heading "Timeshare Intervals."

Accounts Receivable. All accounts receivable of the Acquired Companies LUX and ARCO SRL that are reflected on the Balance Sheet LUX’s and ARCO SRL’s balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies LUX and ARCO SRL as of the Closing Opening 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 Opening Date, the Accounts Receivable are or will be as of the Closing Opening Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies LUX and ARCO SRL as of the Closing Opening Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Opening Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Opening Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety (90) days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.26 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Seller that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Seller as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Account Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor debtor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter SCHEDULE 4.10 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. Part 3.8 of the Disclosure Schedule contains a complete and accurate list of all of ▇▇▇▇’▇ accounts receivable as of March 31, 2007. All accounts receivable of the Acquired Companies ▇▇▇▇ that are reflected on the Balance Sheet or Sheet, in the Interim Balance Sheet Disclosure Schedule or on the accounting records of the Acquired Companies as of the Post-Closing Date Statement (collectivelyin each case, the "“Accounts Receivable"”) represent or or, with respect to the Post- Closing Statement, will represent valid obligations arising from sales actually made or services actually performed in pursuant to bona fide arrangements that were the Ordinary Course subject of Businessarm’s length negotiations. Unless paid or satisfied prior to the Closing Date, the Accounts Receivable are or or, with respect to the Post-Closing Statement, will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Post-Closing Statement or on the accounting records of the Acquired Companies ▇▇▇▇ as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies PCA-Subs that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies PCA-Subs as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies PCA-Subs as of the Closing Date (which reserves are adequate and calculated consistent consistently with past practice practices and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet Financial Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The representations and warranties of Seller set forth in this Section 2.23 shall not be subject to the Disclosure Letter contains a complete and accurate list indemnification limitations of all Accounts Receivable as Seller set forth in Section 7, but shall represent an additional obligation of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableSeller hereunder.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable, including those that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectivelyEffective Date, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business of the Business. Unless paid prior to the Closing Date, the Such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Balance Sheet than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense, or right of set-offsetoff, other than returns in the Ordinary Course of Business of the Business, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Schedule 3.11 contains a true, complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the TSL Balance Sheet or the TSL Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "TSL 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 Date, the TSL Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the TSL Balance Sheet or the TSL Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the TSL Accounts Receivable as of the Closing Date than the reserve with respect to the TSL Accounts Receivable as reflected in the TSL Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such TSL Accounts Receivable in terms of aging). Subject to such reserves, each of the TSL Accounts Receivable either has been or or, to the Knowledge of TSL and Sellers, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an TSL Accounts Receivable relating to the amount or validity of such TSL Accounts Receivable. Part 3.8 3.7 of the Sellers' Disclosure Letter contains a complete and accurate list of all TSL Accounts Receivable as of the date of the TSL Interim Balance Sheet, which list sets forth the aging of such TSL Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule attached hereto contains a true, correct and complete and accurate list of all Accounts Receivable of Seller for Active Audits as of the Effective Date (and such list contains no Closed Audits) showing, by Customer and by such Active Audit, the terms and time period for collection thereof, and all such Accounts Receivable listed thereon are bona fide, arose in the ordinary course of business, and, to the Seller's and its Owners' knowledge as of the date hereof and without representation or warranty as to events that occur or arise after the Closing, are not subject to any disputes or offsets (other than normal Cancellations and cancellations which otherwise meet the definition of Cancellation in Section 1.14 hereof, but with reference to the Closing Date instead of the Interim Balance SheetEffective Date in each instance in such definition and other cancellations, refunds or chargebacks which list sets forth may arise after the aging Closing Date in the normal course of business). In respect of all such Accounts ReceivableReceivable for Active Audits, the supplier in respect thereof has not objected to the claim for reimbursement upon which such Account Receivable is based and the Customer has received a credit or payment therefor. The information set forth on the Disclosure Schedule in respect of each Active Audit is true, correct and complete, all as of the Effective Date. All Accounts Receivable that arose after the Effective Date and prior to Closing are bona fide, arose in the ordinary course of business and, to the Seller's and Owners' knowledge as of the date hereof and without representation or warranty as to events that occur or arise after the Closing, are not subject to any disputes or offsets (other than cancellations which otherwise meet the definition of Cancellation in Section 1.14 hereof, but with reference to the Closing Date instead of the Effective Date in each instance in such definition and other cancellations, refunds or chargebacks which may arise after the Closing Date in the normal course of business). All Accounts Receivable are set forth in Seller's books and records and in any financial statements prepared pursuant to the terms of this Agreement consistent with past practice.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies (a) Schedule 3.21(a) sets forth a true, correct and complete list as of the Closing Date date set forth thereon of the accounts, notes and other receivables of the Seller with respect to the Huntsville Business (collectively, the "“Acquired Accounts Receivable"”). Schedule 3.21(a) includes an aging of all the Acquired Accounts Receivable showing amounts due in 30-day aging categories. Not less than five Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a true, complete and correct list of all Acquired Accounts Receivable, including an aging in 30-day categories, as of a date not more than five Business Day prior to the Closing Date, which shall be attached to Schedule 3.21(a). None of the Acquired Accounts Receivable arose from the sale of Inventory manufactured in whole or in part by Seller at a location other than the Seller Owned Real Property. (b) The Acquired Accounts Receivable represent or will represent valid obligations arising from sales actually made or solely out of bona fide sales, performance of services actually performed and other business transactions in the Ordinary Course ordinary course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated business consistent with past practice andpractice, in the case of the reserve as of the Closing Dateand are not subject to set-offs, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in counterclaims or valid defenses, subject to allowances for bad debt recorded (i) on the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable Financial Statements as of the date of such Interim Financial Statements or (ii) on the Interim Closing Balance Sheet as of the date of such Closing Balance Sheet, which list sets forth the aging of such . No person has made any request or agreement for deduction or discount under any Acquired Accounts Receivable. No such Acquired Accounts Receivable are owed by a Person or entity that has sought the protection of any bankruptcy or insolvency Law or is the subject of any dispute as to payment. All Acquired Accounts Receivable, net of rebates, are current and collectible.

Accounts Receivable. (a) All accounts receivable Accounts Receivable of the Acquired Companies Seller that are reflected on the Balance Sheet or the Interim Balance Sheet or (except to the extent of collections thereof) represent, and all Accounts Receivable that will be reflected on the accounting records of the Acquired Companies Seller as of the Closing Date (collectivelyJune 30, the "Accounts Receivable") represent or 1997, will represent represent, valid obligations in favor of Seller arising from sales actually made or services actually performed by the Seller in the Ordinary Course ordinary course of the Business. Unless paid prior to the Closing Date, the Accounts Receivable are (other than those of the Special Account Debtors, as to which no representation or warranty as to collectibility is given) (the "Other Accounts Receivables") will be as of the Closing Date current and collectible net of the respective reserves with respect to the Other Accounts Receivables shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)Sheet. Subject to such reserves, each of the Other Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after in the day on which it first becomes due and payableordinary course. There Except as provided in Schedule 5.20(a), there is no contest, claim, or right of set-off, or, to the best of Seller's and Shareholder's knowledge, any threatened contest, claim or right of set-off, or circumstances that with notice, the lapse of time or both, could result in such a contest, claim or right of set-off (other than with respect to returns of merchandise in the Ordinary Course ordinary course of the Business), with respect to any Account Receivable or under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter . (b) Schedule 5.20(b) contains a complete and accurate list of all Accounts Receivable of Seller as of the date of the Interim Balance SheetJune 30, 1997, which list sets forth the aging of such Accounts Receivable and describes any collateral that secures payment of any Accounts Receivable. (c) Except as provided in Schedule 5.20(c), no account debtor has withheld payment or threatened to withhold payment of any Account Receivable and, to the best of Seller's and Shareholder's knowledge, none of Seller's account debtors is insolvent or has filed or had filed against it a petition in bankruptcy or similar petition and, to the best of Seller's and Shareholder's knowledge, there are no circumstances that could lead to such insolvency or bankruptcy filing or similar petition.

Accounts Receivable. All (a) Except for the amounts set forth on Section 2.9 of the Disclosure Schedule, all accounts receivable of the Acquired Companies that Company (collectively, the “Accounts Receivable”) are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelyCompany’s books and records, the "Accounts Receivable") and represent or will represent valid legal, valid, binding and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Accounts Receivable are or will be as of collected in full within twelve (12) months after the Closing Date current except for (i) the bad debt and collectible net write-offs that are within the levels of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Closing for the Closing Date same and (ii) Accounts Receivable that relate to contractually required retainage which reserves will be collected within 120 days of when they are adequate and calculated consistent with past practice anddue. To the Company’s Knowledge, there is no contest, claim, counterclaim or right of set-off other than returns in the case Ordinary Course of Business under any Contract with any obligor of any Accounts Receivable relating to the reserve as amount or validity of the Closing Date, will not represent a greater percentage of the such Accounts Receivable as of the Closing Date than Date. (b) Except for the reserve reflected in the Interim Balance Sheet represented amounts set forth on Section 2.9 of the Accounts Receivable Disclosure Schedule, all notes and employee receivables are reflected therein on the Company’s books and will not records, and represent a material adverse change in legal, valid, binding, and enforceable obligations owed to the composition of such Accounts Receivable in terms of aging)Company. Subject to such reserves, each of the Accounts Receivable either has been or The notes and employee receivables will be collected in full, without any set-off, full within ninety days twelve (12) months after the day on which it first becomes due and payableClosing Date. There To the Company’s Knowledge, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract off with any obligor of an Accounts Receivable any note or employee receivables as of the Closing Date relating to the amount or validity of such Accounts Receivable. Part 3.8 note or employee receivables as of the Closing Date. (c) Except for the amounts set forth on Section 2.9 of the Disclosure Letter contains a complete Schedule, all costs in excess of b▇▇▇▇▇▇▇ of the Company are reflected on the Company’s books and accurate list records, and these costs in excess of b▇▇▇▇▇▇▇ will, after being billed, represent legal, valid, binding and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. These costs in excess of b▇▇▇▇▇▇▇ will be collected in full within twelve (12) months after the Closing Date except for costs in excess of b▇▇▇▇▇▇▇ that relate to contractually required retainage which will be collected within 120 days of when they are due. To the Company’s Knowledge, there is no contest, claim or right of set-off under any Contract with any obligor relating to the amount or validity of these costs in excess of b▇▇▇▇▇▇▇. (d) Except for the amounts set forth on Section 2.9 of the Disclosure Schedule, all Accounts Receivable retainage receivables of the Company are reflected on the Company’s books and records, and represent legal, valid, binding, and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. The retainage receivables as of the date Closing Date will be collected in full upon the latter of: (i) twelve (12) months after the Closing Date, or (ii) nine (9) months after the expiration of the Interim Balance Sheetwarranty period. To the Company’s Knowledge, which list sets forth there is no contest, claim, or right of set-off under any Contract with any obligor relating to the aging amount or validity of such Accounts Receivablethe retainage receivables as of the Closing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, hereinafter collectively sometimes called the "Accounts Receivable"" in this Section 3.1(i)) 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.1(i) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Schedule 3.8 of the Company Disclosure Letter contains Schedule provides a complete and accurate list of all Accounts Receivable as accounts receivable of the date Company and each of the Interim Balance Sheet, which list Company Subsidiaries and sets forth for each (i) the aging 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; and (iii) the amount of such Accounts Receivablereceivable. All accounts receivable shown on Schedule 3.8 of the Company Disclosure Schedule and/or the Management Balance Sheets (net of reserves indicated on the Management 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 values at which accounts receivable are carried on the 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 off, or counterclaim (whether asserted or unasserted), and, to the knowledge 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. No accounts receivable of the Company or any of the Company 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 any Person any Lien on any such receivables, and no agreement for deduction or discount has been made with respect to any of such receivables.

Accounts Receivable. All accounts receivable of the Acquired Companies Intelecon that are reflected on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Intelecon as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Intelecon as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 4.1.25 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a A complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable, has been furnished to Buyer.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet Financial Statements or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet Financial Statements or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 2.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Innerspace that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Innerspace as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, off within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, and have been properly reflected and accrued in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein closing balance sheet) and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent arose or will represent valid obligations arising have arisen from bona fide sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing DateClosing, the Accounts Receivable are or will be as of the Closing Date the Accounts Receivable will be current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves (i) are adequate and calculated consistent with past practice andpractice, (ii) in the case of the reserve reserves as of the Closing DateClosing, will not represent a greater lower percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and (iii) will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable (in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an any Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.8 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetClosing Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of each of the Acquired Companies Sellers that were reflected in the Unaudited Year-End Financial Statements or that are reflected on the Balance Sheet or the Interim Balance Sheet or on in the accounting records of the Acquired Companies any Seller as of the Closing Date Determination Time (collectively, the "Accounts Receivable") represent represented or will represent valid obligations by third parties owed to the Sellers arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness to or for (as applicable) Persons other than the Sellers or any of their respective Affiliates. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date Determination Time current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Unaudited Year-End Financial Statements or on the accounting records of the Acquired Companies Sellers as of the Closing Date Determination Time (which reserves are adequate and calculated consistent with past practice and, in the case Ordinary Course of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected Business and in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingcompliance with GAAP). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in the Ordinary Course of Business, in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no dispute, contest, claim, or right of set-off, other than returns returns, disputes, contests, claims, or rights of set-off in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The Accounts Receivable are not subject to reduction for returns, credit losses, marketing and advertising allowances, credits, ▇▇▇▇-▇▇▇▇▇, reimbursements or costs or the like, other than in the Ordinary Course of Business and in each case for which adequate reserves are established in the books, records and Financial Statements of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as Sellers in accordance with GAAP. To the Knowledge of the date Sellers, no fact or circumstance exists that would cause the reserves for disputes, contests, claims, or rights of set-off, returns, credit losses, marketing and advertising allowances, credits, ▇▇▇▇-▇▇▇▇▇, reimbursements or costs or the Interim Balance Sheetlike, which list sets bad debt and doubtful accounts set forth in the aging of such Accounts ReceivableUnaudited Year-End Financial Statements to be inadequate in the aggregate.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Year-End Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Year-End Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable reflected in the Balance Sheet constituted all accounts receivable of PSI and its Subsidiaries as of the Acquired Companies that 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 reflected 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 Interim date of the Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 up to the Closing Datewill arise from valid transactions in the ordinary course of business, the Accounts Receivable are or and will be as of the Closing Date current valid, binding and collectible legally enforceable obligations at their full respective amounts (net of the respective reserves allowance for doubtful accounts established with consistently applied prior practice). The "allowance for doubtful accounts" shown on the Balance Sheet or is sufficient to cover all doubtful accounts resulting from the Interim accounts receivable set forth in the Balance Sheet or on Sheet. The Company agrees that it will use due diligence and reasonable efforts to collect the accounting records of the Acquired Companies 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 Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingfirst be applied against old undisputed balance(s). Subject In the event the Company is to such reservesbe indemnified for uncollectible accounts receivable over and above the allowance for doubtful accounts existing immediately prior to Closing, each of the Accounts Receivable either has been or uncollectible accounts will be collected in full, without any set-off, within ninety days after assigned to Shareholders at no additional consideration or cost to Shareholders so that Shareholders may pursue the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivablesame.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material an adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablepayable or with respect to receivables from Governmental Bodies or collected through insurance carriers, within 180 days after the day on which it first becomes due and payable provided, however, that no representation is made as to any Accounts Receivable owed by Purchaser. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(bb) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies ITS Subsidiaries that are reflected on the ITS Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies ITS Subsidiaries as of the Closing Date (collectively, the "ITS Accounts Receivable") represent or and will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness of the ITS Subsidiaries. ITS PLC has no accounts receivable. Unless paid prior to the Closing Date, the ITS Accounts Receivable are or and will be as of the Closing Date current and collectible net of the respective reserves shown on the ITS Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies ITS Subsidiaries as of the Closing Date. Such reserves are adequate and have been and will be calculated consistent with past practice. Such reserves as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case will not constitute a greater percentage of the reserve as ITS Accounts Receivable on the Closing Date than such percentage of reserves reflected on the ITS Balance Sheets. As of the Closing Date, there will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a be no material adverse change changes in the composition of such the ITS Accounts Receivable in terms of aging). Subject to such reserves, each of the ITS Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Business, under any Contract with any obligor business of an Accounts Receivable the ITS Subsidiaries relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such ITS Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Financial Statement (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statement, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Financial Statement than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, except as set forth on Schedule 2.11, to the Knowledge of the Seller, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There Except as set forth on Schedule 2.11, to the Knowledge of the Seller, there is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Schedule 2.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Seller that are reflected on the Balance Sheet or on the Interim Balance Sheet Date or on the accounting records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). .) Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. After such 120 day period, the Buyer shall re-assign such accounts in excess of such reserve to the Seller for collection and Seller shall reimburse Buyer (by direct payment or set-off of Escrow) for the balance of such uncollectible account. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an any Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable (a) The Accounts Receivable of the Acquired Companies that are Seller reflected on the Most Recent Balance Sheet and all Accounts Receivable of Seller arising after the date thereof (i) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the Interim Balance Sheet or on the accounting records rendering of the Acquired Companies as of the Closing 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 ; (ii) constitute only valid, undisputed claims of Seller not subject to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right claims of set-offoff or other defenses or counterclaims, other than returns normal cash discounts accrued in the Ordinary Course of Business; and (iii) subject to adequate reserves for bad debts shown on the Financial Statements, under any Contract if any, or, with any obligor of an respect to Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of arising after the date of the Interim Most Recent Balance Sheet, which list in the accounting books and records of Seller, are collectible in full within 60 days after billing or receipt of vehicle title, whichever is later. Section 3.12(a) of the Disclosure Schedule sets forth the a correct and complete aging of such the Accounts Receivable of the Business as of the Closing Date reflecting the aggregate dollar amount due Seller from each payee which have been outstanding for the following numbers of days or less past their due dates: 30, 60, and 90, and more than 90 days. The reserves for bad debts shown in the Financial Statements or, with respect to Accounts Receivable arising after the date of the Most Recent Balance Sheet, in the accounting books and records of Seller, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Since the Most Recent Fiscal Year End, Seller has not written off, written down or agreed to a reduction of, placed for collection with any Person, accelerated the collection of, or materially changed the terms of payment of any Accounts Receivable. (b) All compensation, revenue or benefits with respect to the Business are paid or payable directly to Seller and not to any Person other than Seller (not including compensation payable by a Seller in the Ordinary Course of Business to Business Employees, vendors and suppliers).

Accounts Receivable. All accounts receivable of the Acquired Companies that are Modu-Line reflected on the Balance Sheet or the Interim Balance Sheet Financials or on the its accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim April 30, 1997 Balance Sheet or on the its accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim April 30, 1997 Balance Sheet represented of the Sheet. The Accounts Receivable reflected therein and in the Financials as of the Closing Date will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 150 days after the day on which it first becomes due and payable. There Except as set out on Schedule 14 of Exhibit D, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The parties hereto acknowledge that some of Modu-Line's customers may also be customers of ▇▇▇▇▇▇'▇ Vistawall Division. In the event any common customer of Vistawall and Modu-Line alleges to have a claim against ▇▇▇▇▇▇'▇ Vistawall Division (hereinafter referred to as a "Vistawall Claim") and, based solely on the Vistawall Claim, such customer attempts, after the Closing Date, to set off any or all of such a Vistawall Claim against any Accounts Receivable such customer owes Modu-Line, such amount so set off shall not constitute a Loss, as hereinafter defined, and ▇▇▇▇▇▇ will not have a right to reimbursement by set off against the Shareholders under the indemnification provisions of this Agreement with respect to the amount so set off on account of the Disclosure Letter contains Vistawall Claim. Provided, however, if such customer does not prevail in its assertion of its Vistawall Claim and its right to the set off of the amount of the Vistawall Claim, and provided ▇▇▇▇▇▇ presents an actual notice to the Shareholders of such 15 attempted set off based on the alleged existence of the Vistawall Claim on or prior to February 28, 2000, then any Loss, as hereinafter defined, suffered by Modu-Line as to which such customer is not entitled to a complete set off on account of the Vistawall Claim, shall fall within the indemnification provisions of this Agreement, subject to the limitations thereof. Similarly, in the event that any common customer of Vistawall and accurate list Modu-Line alleges to have a claim against Modu-Line (hereinafter referred to as a "Modu-Line Claim") and based solely on the Modu-Line Claim such customer attempts, after the Closing Date, to set off any or all of all such a Modu-Line Claim against any Accounts Receivable it owes the Vistawall Division, such amount so set off shall constitute a Loss, as hereinafter defined, and ▇▇▇▇▇▇ shall have the right to be reimbursed by set off against the Shareholders under the indemnification provisions of this Agreement with respect to the amount so set off on account of the date Modu-Line Claim. Provided, however, if such common customer does not prevail in its assertion of said Modu-Line Claim, it shall not constitute a Loss, as hereinafter defined, and ▇▇▇▇▇▇ will have no right to reimbursement by set off against the Shareholders under the indemnification provisions of this Agreement with respect thereto and ▇▇▇▇▇▇ shall promptly pay to the Shareholders the amount set off in connection with such Modu-Line Claim against the Cash Consideration. The parties hereto acknowledge that disclosure of the Interim Balance Sheetexistence of this provision could promote common customers of the Vistawall Division and Modu-Line to assert such a right of set off without good faith and, which list sets forth therefore, it is essential that the aging existence of such Accounts Receivablethis provision be kept strictly confidential.

Accounts Receivable. All accounts receivable of -------------------- the Acquired Companies Company and each Company Subsidiary that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company and each Company Subsidiary as of the Closing Date (collectively, the "Company 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 Date, the Company Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company and each Company Subsidiary as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Company Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet represented of the Company Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Company Accounts Receivable in terms of aging). Subject Except as set forth in Schedule 3.18 of the Company Disclosure Schedule, subject to such reserves, each of the Company Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor maker of an Company Accounts Receivable relating to the amount or validity of such Company Accounts Receivable. Part 3.8 Schedule 3.18 of the Company Disclosure Letter Schedule contains a true, complete and accurate correct list of all Company Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company or its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(mm) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All (a) EDO has delivered or caused to be delivered to AIL a complete and accurate aging of all billed accounts receivable of the Acquired Companies that are EDO Group as of September 30, 1999. Except as set forth in Schedule 3.21(a), no billed account receivable of the EDO Group reflected on the EDO Balance Sheet and no billed account receivable arising after the date of the EDO Balance Sheet and reflected on the books of any member of the EDO Group is uncollectible or subject to counterclaim or offset, except to the Interim extent of the aggregate reserves thereon for doubtful accounts for billed receivables and except to the extent that any billed account receivable is or becomes uncollectible due to insolvency, of which the EDO Group is not presently aware, of the account debtor thereunder. All billed accounts receivable reflected on the EDO Balance Sheet or on such books have been generated in the accounting records ordinary course of business and reflect a bona fide obligation for the payment of goods or services provided by a member of the Acquired Companies as EDO Group. All allowances, rebates and cash discounts to customers of the Closing Date EDO Group are as shown on its books and records and in no event exceed one percent of billed receivables to which they relate. (collectivelyb) Except as set forth in Schedule 3.21(b), to the Best Knowledge of EDO, the "Accounts Receivable"unbilled account receivable balances of the EDO Group reflected on the EDO Balance Sheet and the unbilled account receivable balances arising after the date of the EDO Balance Sheet and reflected on the books of any member of the EDO Group will convert into billed accounts receivable, except (i) 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 Date, the Accounts Receivable are or will be as extent of the Closing Date current and collectible net aggregate reserves associated with unbilled receivables, or (ii) to the extent that any unbilled account receivable is or becomes uncollectible due to insolvency, of which the EDO Group is not presently aware, of the respective reserves shown account debtor thereunder and would not reasonably be expected to have or result in an EDO Material Adverse Effect. All unbilled accounts receivable reflected on the Balance Sheet or the Interim EDO Balance Sheet or on such books have been generated in the accounting records ordinary course of business and will result in a bona fide obligation for the payment of goods or services provided by a member of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andEDO Group, except for failures to reflect bona fide obligations that, individually or in the case of the reserve as of the Closing Dateaggregate, will would not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected reasonably be expected to have or result in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableEDO Material Adverse Effect.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are and the Subsidiaries reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting books and records of the Acquired Companies as and the Subsidiaries (except (a) for intercompany balances and (b) to the extent of the Closing Date allowance for doubtful accounts with respect to such receivables reflected on the Financial Statements) (collectively, the "Accounts Receivable"i) 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 Date; (ii) constitute only valid, the Accounts Receivable are or will be as undisputed claims of the Closing Date current Acquired Companies and collectible net Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the respective reserves Ordinary Course of Business consistent with past practice; and (iii) subject to a reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting books and records of the Acquired Companies as of and the Closing Date (which reserves Subsidiaries, to the Acquired Companies’ Knowledge, are adequate and calculated consistent with past practice and, collectible in the case of the full within 180 days after billing. The reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in for bad debts shown on the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject or, with respect to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days accounts receivable arising after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets on the books and records of the Acquired Companies and the Subsidiaries, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Except as set forth on Schedule 4.19, to the aging Acquired Companies’ Knowledge, there are no material disputes with respect to any of such Accounts Receivablethe accounts receivable reflected on the Financial Statements that have not been reserved for on the Financial Statements.

Accounts Receivable. All accounts receivable of the Acquired Companies Speed Release that are reflected on the Balance Sheet or the Interim Speed Release Latest Balance Sheet or on the accounting records of the Acquired Companies Speed Release as of the Closing Date (collectively, the "Speed Release Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Speed Release Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Speed Release Latest Balance Sheet or on the accounting records of the Acquired Companies Speed Release as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Speed Release Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Speed Release Latest Balance Sheet represented of the Speed Release Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Speed Release Accounts Receivable in terms of aging). Subject to such reserves, each of the Speed Release Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an a Speed Release Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter SCHEDULE 4.2.25 contains a complete and accurate list of all Speed Release Accounts Receivable as of the date of the Interim Speed Release Latest Balance Sheet, which list sets forth the aging of such Speed Release Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet Financial Statement or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Bizarre as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Bizarre in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Interim Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Financial Statement (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statement, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Financial Statement than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Bizarre, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter 5.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing 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 Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales or lease transactions actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, to the Company's Knowledge, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred eighty (180) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet Audited Financial Statements or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current in all material respects and collectible net of the respective reserves shown on the Balance Sheet Audited Financial Statements or the Interim Balance Sheet or on the accounting records of Closing Financial Statements (collectively, the Acquired Companies as of the Closing Date “Reserves”) (which reserves Reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statements, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Financial Statement than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change reflect any Material Adverse Effect in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable, subject to the Reserves. Part 3.8 of the Disclosure Letter 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetthis Agreement, which list sets forth the aging of each such Accounts ReceivableAccount Receivable and which Part 3.11 shall be updated by Seller as of the Closing Date.

Accounts Receivable. All The accounting records of the Company, all of which have been made available to Purchaser, are complete and correct and have been maintained in accordance with sound business practices. For purposes of this Agreement, the term "Accounts Receivable" shall mean all accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Company Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Effective Time. All Accounts Receivable") Receivable that represent trade receivables represent or will represent as of the Effective Time valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Substantially all Accounts Receivable of the Company are trade receivables. Unless paid prior to the Closing DateEffective Time, the Accounts Receivable are or will be as of the Closing Date current and Effective Time collectible in accordance with past practice net of the respective reserves shown on the Balance Sheet or the Interim Company Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date Effective Time (which reserves shown on the Company Balance Sheet are adequate and calculated determined consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, or contractual right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor maker of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter The Company Schedules relating to Accounts Receivable contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetNovember 30, 1997 which list sets forth (i) the aging of such Accounts Receivable, (ii) with respect to Accounts Receivable for consulting services, the type of contract underlying such obligation (such as fixed-price or time and expense or a combination or variation thereof), and (iii) with respect to Accounts Receivable which arise from fixed-price consulting contracts, the amount by which the fixed-price deviates from the actual fees and disbursements incurred in connection with the contract. The Company Schedules set forth a description of the standard billing practices of the Company with respect to consulting services, including, without limitation, the billing periods and the types of contracts (such as fixed-price or time and expense or a combination or variation thereof). The Company Schedules set forth the fees and disbursements accrued but not yet billed by the Company as of November 30, 1997 ("Accrued Fees"). Except as set forth in the Company Schedules, all of the Accrued Fees are billable and collectible by the Company.

Accounts Receivable. All accounts receivable receivable, whether billed or unbilled, of the Consolidated Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Consolidated Acquired Companies as of the Closing Date (such accounts receivable, whether billed or unbilled, collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness and such Accounts Receivable have not been and will not be assigned (except with respect to Permitted Encumbrances for Closing Indebtedness), transferred, sold, factored or discounted. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Consolidated Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days one year after the day on which it first becomes due and payableClosing Date, provided that foregoing does not apply to Accounts Receivable in respect of the [**]. There is no written, or to VECO’s Knowledge, Threatened, contest, claim, or right of set-off, other than returns or requests for rework in the Ordinary Course of Business, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The schedule of the Disclosure Letter contains Accounts Receivable dated August 24, 2007 provided by VECO to CH2M HILL contained a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth for billed Accounts Receivable the aging of such Accounts Receivable. ** Confidential Treatment Requested.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve on the accounting Records of Seller as of the Closing DateClosing, will not represent a greater percentage of the Accounts Receivable reflected on the accounting Records of Seller as of the Closing Date than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject To Table of Contents Seller’s Knowledge, subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Schedule 3.7 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.