Peace Arch Entertainment Group (PAE)

Accounts Receivable

The Accounts Receivable are bona fide receivables and represent amounts due with respect to actual arm’s length transactions entered into in the ordinary course of business consistent with past practice and are collectible at their recorded amounts (subject to non-collectability, adjustment, rebate and credit in the ordinary course of business), and no such receivable have been assigned or pledged to any other Person and no defence of off-set or similar right to any such receivable have been asserted by the account obligor.  In no event shall the collection of settlement any Account Receivable at the face amount indicated in Books and Records result in a Residual obligation that exceeds the amount of such Account Receivable.  

Accounts Receivable

 sets forth the list of the Accounts Receivable audited to October 31, 2005, which list is true and correct.  The Accounts Receivable set out in  are, and all other accounts receivable at the Time of Closing shall be, bona fide and good and collectible at their face amounts in the ordinary course of business (subject to no defence, counterclaim or set-off) except to the extent of any reserves provided for doubtful accounts in the ordinary course of business.

(y)