definiens: means ( i ) any and all accounts receivable, trade accounts and other amounts(including overdue accounts receivable ) owed to Seller relating to, or arising in connection with the operationand conduct of, the Business and any other similar rights of Seller to payment from third parties and the fullbenefit of all security 1for such accounts or rights to payment, including all trade accounts receivable representing amountsreceivable in respect of services rendered, in each case owing to Seller, and any return of premiums or otherfunds relating to or arising from any insurance policies listed in Section 5.20(a ) of the Seller DisclosureSchedule ( except with respect to insurance proceeds for which there is an administrative claim againstSeller or with respect to facts, events or circumstances directly related to Excluded Assets and ExcludedLiabilities arising after the Closing ) ; ( ii ) all other accounts or notes receivable of Seller and the full benefit ofall security for such accounts or notes receivable ; and ( iii ) any and all claims, remedies or other rightsrelating to any of the foregoing, together with any interest or unpaid financing charges accrued thereon, ineach case that have not been satisfied or discharged prior to the close of business on the day immediatelypreceding the Closing Date or have not been written off or sent to collection in the Ordinary Course ofBusiness prior to the close of business on the day immediately preceding the Closing Date ( it beingunderstood that the receipt of a check prior to the close of business on the day immediately preceding theClosing Date shall constitute satisfaction or discharge of the applicable account or note receivable to theextent of the payment represented thereby ), but excluding any Reimbursement Receivables and VATReimbursements