Accounts Receivable. [Schedule 4.17] sets forth an accurate list of the Accounts Receivable of the Company as of the Balance Sheet Date and of the Accounts Receivable of the Company invoiced between the Balance Sheet Date and the fifth Business Day preceding the date hereof (including with respect to each such invoice, the invoice number, the invoice date, the customer name and the amount of such invoice), including any such amounts which are not reflected in the Interim Balance Sheet. [Schedule 4.17] also sets forth an accurate aging of all Accounts Receivable as of the Balance Sheet Date, showing amounts due in 30-day aging categories. All Accounts Receivable reflected in the Interim Balance Sheet, or that have arisen since the Balance Sheet Date, are reflected in accordance with GAAP, have arisen only from bona fide transactions in the Ordinary Course of Business, subject to reasonable reserves for bad debt expense reflected in the Interim Financial Statements with respect to Accounts Receivables as of the Balance Sheet Date, and net of reasonable reserves for bad debt expense reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date. To the Knowledge of the Company, there are no material contests, counterclaims, refusals to pay or rights of set-off asserted with respect to any of the Accounts Receivable reflected in the Interim Balance Sheet or that have arisen since the Balance Sheet Date.

Accounts Receivable. All accounts and notes receivable reflected on the Most Recent Balance Sheet are, and all accounts receivable that will be included on the Estimated Closing Balance Sheet will be, # valid, existing and genuine; # bona fide receivables arising in the Ordinary Course and are collectible in the Ordinary Course (net of allowances for doubtful accounts reflected on such balance sheets); # are not subject to any refund or adjustment or any defense, right of set-off, assignment, restriction, judgment, security interest or other Lien (other than Permitted Liens); and # no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such receivables by the Company or any of its Subsidiaries.

Accounts Receivable. All accounts receivable as of the date of the Interim Financial Statements of the Company as reflected on the Interim Financial Statements and the accounts receivable arising after the date thereof represent sales made in the Ordinary Course of Business or valid claims as to which full performance has been rendered by a Group Company. There are no material disputes with respect to any of the accounts receivable of any Group Company as of the Closing Date. Ninety-two percent (92%) of the Current Accounts Receivable are collectible in full within two hundred seventy (270) days from the Closing Date. No counter claims, defenses, offsetting claims or adjustments with respect to the accounts receivable of the Group Companies as of the Closing Date are pending or, to the Knowledge of the Sellers, threatened. No Group Company has agreed to any deduction, discount or other deferred price or quantity adjustment with respect to any of its accounts receivables. All of the accounts receivable as of the Closing Date of the Group Companies relate solely to sales of goods or services to customers of the relevant Group Company, none of whom is an Affiliate of the relevant Group Company or any of the Sellers.

Receivable File. As of the related Funding Date, # with respect to any Contract other than an Electronic Contract, the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, # with respect to an Electronic Contract that constitutes Electronic Chattel Paper, the Authoritative Copy of such Electronic Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, and # with respect to an Electronic Contract that does not constitute Electronic Chattel Paper, the electronically authenticated original record of the executed Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties.

Receivable File. The Seller # has caused the Master Servicer to be in possession of the Receivable File related to each Related Receivable and such Receivable File shall be complete in all material respects as of the related Purchase Date and # has, prior to the related Purchase Date, delivered (or caused to be delivered) to the Verification Agent by electronic means, the documents related to each Related Receivable required to be verified by the Verification Agent prior to each Advance. Each Receivable File shall be in electronic form and there shall be no physical Receivable Files to be delivered.

ACCOUNTS RECEIVABLE. Debtor hereby agrees that Secured Party shall have the absolute right to take any one or all of the following actions from time to time until all of the Obligations are paid in full and the Credit Agreement is terminated:

Receivable File. As of the related Funding Date, # with respect to any Contract other than an Electronic Contract, the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, # with respect to an Electronic Contract that constitutes Electronic Chattel Paper, the Authoritative Copy of such Electronic Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, and # with respect to an Electronic Contract that does not constitute Electronic Chattel Paper, the electronically authenticated original record of the executed Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties.

Receivable File. As of the related Funding Date, # with respect to any Contract other than an Electronic Contract, the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, # with respect to an Electronic Contract that constitutes Electronic Chattel Paper, the Authoritative Copy of such Electronic Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, and # with respect to an Electronic Contract that does not constitute Electronic Chattel Paper, the electronically authenticated original record of the executed Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties.

Accounts Receivable. All accounts receivable and all notes, bonds and other evidences of indebtedness in favor of Seller and rights to receive payments arising out of sales and services rendered, including any rights of Seller with respect to any third party collection procedures or any other actions or proceedings which have been commenced in connection therewith, together with the proceeds in respect of any of the foregoing (the “Accounts Receivable”);

Accounts Receivable. The Accounts Receivable # represent bona fide and valid accounts receivable arising from sales actually made or services actually performed and # will be collected by Seller within one hundred and twenty (120) days following the Closing Date (net of any reserves included on the Final Adjustment Statement). The Accounts Receivable reflected on the Acquisition Balance Sheet are stated thereon in accordance with GAAP, consistently applied, including allowances for doubtful accounts. Except as set forth on [Schedule 3.11], no customer has, and Seller has not permitted any customer to have, any rebates, volume discounts or mark-downs, and To Seller’s Knowledge, no customer has any rights of contest, claim or setoff with respect to their Accounts Receivable. Except as set forth on [Schedule 3.11], no Person has a Lien on such Accounts Receivable or any part thereof, and no agreement for deduction, free goods, rebate, discount or other deferred price or quantity adjustment has been made to such Accounts Receivable.