**Exhibit 10.1****EXECUTION VERSION****AMENDED AND RESTATED PROGRAM AGREEMENT**          **THIS AMENDED AND RESTATED PROGRAM AGREEMENT,**dated as of April 1, 2006, is by and among**GENERAL ELECTRIC CAPITAL CORPORATION,**a Delaware corporation with a business address at 10Riverview Drive, Danbury, CT 06810 (“GE”), **GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS**,**INC.**, a California corporation with a business address at 10 Riverview Drive, Danbury, CT 06810(“GECITS”), and **IKON OFFICE SOLUTIONS, INC.,**an Ohio corporation with its principal placeof business at 70 Valley Stream Parkway, Malvern, PA 19355 (“IKON”). Unless otherwisedefined herein, all capitalized terms are defined in Annex A.**RECITALS**          **WHEREAS,**GE, GECITS and IKON have entered into a Program Agreement, dated as of March 31, 2004(as amended to (but excluding) the date hereof, the “Existing Program Agreement”) toprovide for a Customer financing program with respect to IKON’s and its Affiliates’ sales andfinancing of Equipment for Customers of the IKON Companies at locations in the United States; and          **WHEREAS,**GE and IKON have entered into an Asset Purchase Agreement, dated as of April 1, 2006(the “2006 Purchase Agreement”) pursuant to which GE has agreed to, and shall purchase, asof the date hereof, substantially all of the Financing Contracts in the Closing Date IKON RetainedFinancing Contracts (as defined in the Existing Program Agreement); and          **WHEREAS,**GE, GECITS and IKON desire to amend and restate the Existing Program Agreement,effective as of the date hereof (and with respect to periods from and after the date hereof) on theterms and subject to the conditions herein set forth;          **NOW THEREFORE,**in consideration of the above premises and of the representations, warranties,covenants and indemnities contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:          The Existing Program Agreement is hereby amended and restated, effective as of April 1, 2006(and with respect to periods thereafter), as set forth below:**ARTICLE 1.****PROGRAM FINANCING STRUCTURE**          1.1. Financing Structure.          (a) During the Term and subject to the conditions set forth herein, GECITS shall (i)originate, in the manner set forth below, contracts in the form of lease or rental
 

 
agreements relating to the lease or rental of Equipment to Customers (other than State andLocal Government Entities or the United States Government) of IKON and its Subsidiaries(collectively, the “IKON Companies”) at locations in the United States (each, an“Originated Financing Contract”), (ii) purchase, in the manner set forth below, SLGFinancing Contracts relating to the lease or rental of Equipment to State and Local GovernmentEntities at locations in the United States, (iii) purchase, in the manner set forth below, IKONOriginated Financing Contracts relating to the lease or rental of Equipment to Customers of theIKON Companies at locations in the United States and (iv) purchase, in the manner set forth below,Program FM Stream Financings and Program EM Stream Financings relating to the lease or rental ofEquipment to Customers of the IKON Companies at locations in the United States.          (b) The payments that may from time to time become due under a Program Financing Contract orProgram Stream Financing Agreement consist of (i) the periodic minimum payment thereunder (the“Minimum Periodic Payment”) which shall be allocated between the parties as specified inSection 5.1 and (ii) one or more of the following (if applicable): (A) the excess “costper copy” meter charge thereunder (i.e., the per copy charge for copies in excess of a stated basevolume of copies) (the “CPC Payment”), (B) Sales Tax Payments, (C) late charges thereunder(“Late Charges”), (D) Uplift Payments, (E) collateral protection insurance charges underPurchased Financing Contracts (the “CPI Charges”), (F) payments by the Obligor thereunderin connection with the exercise of any option to purchase the Equipment subject to such ProgramFinancing Contract or Program Stream Financing Agreement, (G) property tax administration feesthereunder (“Administration Fees”) and/or (H) payments in respect of other sundry chargesthereunder.**ARTICLE 2.****MANAGEMENT OF THE PROGRAM**          2.1. Executive Committee.          (a) Generally; Size. In connection with the Program, GE, GECITS and IKON haveestablished and shall maintain an executive committee (the “Executive Committee”) tomonitor and review the operation and administration of the Program and oversee the relationship ofthe parties. The Executive Committee shall consist of three (3) designees of IKON (collectively,the “IKON Designees”), and three (3) designees of GE (collectively, the “GEDesignees”), all of whom shall be voting members of the Executive Committee. The currentDesignees are listed on Annex B. From and after the date hereof, any appointment orremoval by GE of any GE Designee and any appointment or removal by IKON of any IKON Designee shallbe evidenced in writing signed by a duly authorized representative of the appointing or removingparty and shall be delivered to each other party hereto.          (b) Composition; Term of Office. The IKON Designees shall be employees of an IKONCompany familiar with the Program and generally familiar with the Equipment and products offered bythe IKON Companies. The GE Designees shall be employees of GE familiar with the Program andgenerally familiar with the credit markets, equipment leasing and financial
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services. Each Designee shall hold such position until his or her successor is appointed inaccordance with Section 2.1(h) or until his or her earlier resignation, death or removal.          (c) Meetings. Meetings of the Executive Committee shall be held at such times as theExecutive Committee may determine. One GE Designee shall be designated by GE as the chairperson ofthe first meeting of the Executive Committee, and thereafter, on an alternating basis, one IKONDesignee or one GE Designee shall be designated by IKON or GE (as applicable) as the chairperson ofeach subsequent meeting of the Executive Committee. At or before the conclusion of each meeting ofthe Executive Committee, GE or IKON (as applicable) shall designate the chairperson of the nextmeeting of the Executive Committee (it being agreed that each of IKON and GE shall be entitled, ator prior to each meeting of the Executive Committee, to modify its appointment of the chairpersonfor such meeting (to the extent such chairperson has been so designated by it)). The ExecutiveCommittee shall meet at least once each calendar quarter or as otherwise agreed by GE and IKON.          (d) Notice. Notice of all meetings of the Executive Committee shall be sent to eachDesignee by the chairperson of such meeting and shall be addressed to such Designees at theaddresses set forth on Annex B (or, with respect to any Designee appointed after the datehereof, as specified in writing to each other party hereto by the party making such appointment) byexpress mail or overnight courier service, or be delivered personally or by telephone, not laterthan the tenth (10th) Business Day before the day on which such meeting is to be held. Such noticeshall state the place, date, and time of the meeting and the purpose or purposes for which it iscalled. Any requirements of furnishing a notice may be waived by any Designee who signs a waiverof notice before or after the meeting. The presence of a Designee at a meeting (whether in personor telephonically) shall constitute a waiver by such Person of notice of such meeting, except ifsuch Designee attends such meeting for the express purpose of objecting at the beginning of themeeting to the transaction of any business thereat as a consequence of the meeting not properlybeing called or convened.          (e) Quorum; Vote. A quorum for the transaction of business at any Executive Committeemeeting shall consist of at least two (2) IKON Designees and two (2) GE Designees. The affirmativevote of a majority of each of the GE Designees and the IKON Designees who, in each case, arepresent at any meeting at which a quorum is present shall constitute an act of the ExecutiveCommittee. The Executive Committee shall have the ability to act without a meeting if the actionto be taken is approved in writing by at least two (2) GE Designees and at least two (2) IKONDesignees.          (f) Resignation. Any Designee may resign from the Executive Committee at any time bygiving written notice to the party that appointed such Designee and to the other party hereto. Theresignation of any Designee shall take effect upon receipt of notice thereof by each of the partieshereto or at such later time as shall be specified in such notice.          (g) Removal. Any Designee may be removed, with or without cause, at any time upon thewritten direction of the party that appointed such Designee, effective upon the delivery of suchwritten direction by the removing party to the non-removing party.
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          (h) Vacancies. Unless otherwise provided in this Agreement, any vacancies resultingfrom the death, resignation or removal of any Designee shall be filled, in a manner consistent withthis Agreement, by the party that appointed such Designee.          (i) Authority. The authority, functions and duties of the Executive Committee shallconsist solely of the following:               (i) the review from time to time of the reports prepared by GE or IKON in connection with theProgram,               (ii) subject to Section 4.1 (if applicable), the review and approval of increases ordecreases to the rates set forth in the GE Rate Sheets,               (iii) without limiting GE’s rights under Section 4.2, the review of any changes to theCredit Approval Policy effected from time to time by GE,               (iv) without limiting IKON’s or GE’s rights under Section 4.3, the review of anychanges to the Residual Policy,               (v) the mediation and resolution of disputes that may arise between GE, GECITS and IKONrelating to the Program, and               (vi) the recommendation of new types of financing products and modifications of existingfinancing products to be offered from time to time by GE in connection with the Program.In addition to the foregoing, the Executive Committee shall review the operations of the Program onan overall basis and make recommendations to GE, GECITS and IKON with respect to the improvement ofsuch operations or other matters relating to the Program.          2.2. Program Relationship Managers. GE shall from time to time appoint a relationshipmanager who shall function as GE’s and GECITS’ primary management contact with IKON (the “GERelationship Manager”), who shall be an employee of GE and who shall be responsible for themaintenance of the regular and ongoing relationship between the parties. IKON shall from time totime appoint a relationship manager who shall function as IKON’s primary management contact with GEand GECITS (the “IKON Relationship Manager”), who shall be an employee of IKON and whoshall be responsible for the maintenance of the regular and ongoing relationship between theparties. As of the Amendment Effective Date, the GE Relationship Manager is David O’Neill and theIKON Relationship Manager is Michael Keenan.**ARTICLE 3.****THE PROGRAM**          3.1. Private Label Administration. (a) (i) Unless otherwise agreed by GE, GECITS andIKON, and to the extent permitted by the Trademark License Agreement and applicable Law, (A) GECITSshall enter into each Originated Financing Contract as the lessor
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using the name “IKON Financial Services” and (B) GE shall bill, collect and administer eachProgram Financing Contract, Program FM Stream Financing, Program EM Stream Financing and PurchasedPersonal Property Tax Receivable using an Assumed Name; provided, however, thatnotwithstanding anything to the contrary herein, if (1) (I) an Obligor under a Program FinancingContract or in respect of a Purchased Property Tax Receivable, a Program FM Stream Financing or aProgram EM Stream Financing notifies GE or GECITS of its inability or unwillingness to makepayments in respect of such Program Financing Contract, Purchased Property Tax Receivable, orProgram Stream Financing (for reasons other than actual or asserted billing inaccuracies) and, tothe extent that such Obligor has asserted to GE or GECITS that any such unwillingness is the resultof an Asserted Service Failure, IKON has had the opportunity to respond to GE or GECITS, ascontemplated by Section 6.1(b)(iii), with respect thereto, (II) any payment under any suchProgram Financing Contract or in respect of any such Program FM Stream Financing or Program EMStream Financing becomes 120 days or more past due, provided that to the extent that such Obligorhas asserted to GE or GECITS that any such delinquency is the result of an Asserted ServiceFailure, IKON has had the opportunity to respond to GE or GECITS, as contemplated by Section6.1(b)(iii), with respect thereto, (III) a Bankruptcy Event (or event which, with the lapse oftime would constitute a Bankruptcy Event) occurs with respect to an Obligor under such ProgramFinancing Contract or in respect of such Purchased Property Tax Receivable, Program FM StreamFinancing or Program EM Stream Financing, or (IV) GE or GECITS commences litigation with respect tosuch Program Financing Contract, Purchased Property Tax Receivable, Program FM Stream Financing orProgram EM Stream Financing, (2) there shall have occurred a GE Termination Event of the typedescribed in Section 11.2(a)(i)(B), Section 11.2(a)(ii) or Section11.2(a)(iii), (3) the Program is terminated and IKON has not elected to exercise its option torepurchase all Program Financing Contracts, Purchased Property Tax Receivables and Program StreamFinancings in accordance with Section 11.3, (4) GE or GECITS at any time ceases to beentitled, pursuant to the Trademark License Agreement or applicable Law, to utilize each of theAssumed Names, (5) GE or GECITS determines that use of each of the Assumed Names poses a materialrisk of liability to GE or any of its Affiliates for trademark infringement or dilution, or (6) GEor GECITS determines that the use of the name “IKON Financial Services” in connection with theorigination of Originated Financing Contracts poses a material risk of liability to GE or any ofits Affiliates for trademark infringement or dilution, then GE and GECITS (as applicable) shall, tothe extent otherwise permitted by this Agreement, have the right (at their option after, in thecase of clauses (1)(I), (1)(II) and (6) above, not less than ten (10) BusinessDays’ prior written notice to IKON, which notice, in the case of clause (1)(II), may be inthe form of a 120-day delinquency report or on-line queue) to enter into, bill, collect andadminister Program Financing Contracts, Program FM Stream Financings and Program EM StreamFinancings and pursue litigation or collection proceedings against, and give notices to orotherwise communicate with, Obligors, in each case, in their own names, with respect to the (x)applicable Program Financing Contract, Program FM Stream Financing or Program EM Stream Financing(in the case of the occurrence of any event described in clause (1)), (y) all PurchasedProperty Tax Receivables, Program Financing Contracts, Program FM Stream Financings and Program EMStream Financings (in the case of the occurrence of any event described in clause (2),(3), (4) or (5)), or (z) unless IKON shall have granted to GE and GECITS,during the ten (10) Business Day period referred to above, a license pursuant to the TrademarkLicense Agreement to utilize a name (other than any Assumed Name)
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incorporating the “IKON” trademark (or such other name upon which GE, GECITS and IKON shallagree) which GE and GECITS do not believe poses a material risk of liability to GE or any of itsAffiliates for trademark infringement or dilution, all Originated Financing Contracts (in the caseof the occurrence of any event described in clause (6)).               (ii) Unless otherwise agreed by GE, GECITS and IKON, and to the extent permitted by theTrademark License Agreement and applicable Law, GECITS shall bill, collect and administer eachFederal Financing Contract under the name “IKON Office Solutions”.          (b) Notwithstanding the provisions of Section 3.1(a) to the contrary, all Tax-ExemptPublic Sector Financings shall be billed, collected and administered in the name of GECITS;provided that invoices sent in respect of such Tax-Exempt Public Sector Financings may alsoreflect an Assumed Name. In respect of any SLG Financing Contract, Program EM Stream Financing orProgram FM Stream Financing in respect of which the Obligor thereunder is a State and LocalGovernment Entity pursuant to which notice to the applicable State and Local Government Entity isrequired in connection with any assignment thereof, IKON acknowledges and agrees that GECITS maysend a notification letter (substantially in the form of Exhibit H-1) to such State andLocal Government Entity at any time after the Transfer Date with respect to the Equipment subjector related thereto.          (c) On the Original Effective Date, GE, GECITS and IKON entered into the Trademark LicenseAgreement.          3.2. GE as Preferred Provider. (a) IKON shall and shall cause its Subsidiaries,during the Term, to promote and introduce the Program as its and their preferred source of Customerfinancing for Equipment in the United States (other than with respect to Excluded Transactions) by(i) adopting, implementing, maintaining and enforcing the policies referred to in Sections3.2(b) and 3.2(e) in the manner described in Sections 3.2(b), 3.2(c)and 3.2(e), (ii) making the announcements regarding the Program referred to in Section3.2(d) and (iii) providing GECITS with financing opportunities as provided in Section3.3.          (b) IKON has adopted and has caused its U.S. Subsidiaries to adopt and implement, and shalland shall cause its U.S. Subsidiaries to maintain, company-wide, written policies and proceduresthat require their respective sales representatives and similar personnel (i) to actively introduceand promote as part of the sales and marketing process for Equipment, the use of FinancingContracts available pursuant to the Program, (ii) to refer Customers that express an interest inleasing, or financing the acquisition of, Equipment to be located in the United States (other thanExcluded Transactions) to the Program, (iii) other than in connection with Excluded Transactionsand proposed Program Financing Contracts or Program Stream Financings offered to GECITS for fundingunder the Program in accordance with this Agreement and rejected by GE and GECITS hereunder, not toarrange, promote, or encourage financing of Equipment from any source other than through GECITSunder the Program, (iv) other than in connection with Excluded Transactions, not to furnish ratecards, promotional materials or other documentation of or information related to any other sourceof Equipment financing and (v) to permit GE and VFS Macon personnel to attend sales functions andsales and marketing meetings
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of the IKON Companies as representatives of the IKON Companies’ preferred source for theleasing and financing of Equipment. IKON has provided and shall provide the Executive Committee(with respect to all policies implemented or to be implemented after the Original Effective Date)with an opportunity to review and discuss the specific form and content of the policies proposed tobe adopted by the IKON Companies in accordance with this Section 3.2(b) within a reasonableperiod of time prior to adoption thereof.          (c) IKON shall and shall cause its U.S. Subsidiaries to use reasonable efforts to monitorcompliance by their sales representatives and similar personnel with the policies referred to inSection 3.2(b). If GE or GECITS notifies IKON, or any Responsible Officer of any IKONCompany otherwise becomes aware, that any such personnel has materially or persistently violatedany such policies, IKON shall take or cause to be taken such action as IKON reasonably determinesto be appropriate in order to emphasize the importance to IKON of compliance with such policies andto discourage further violations of such policies by such individual. To the extent notinconsistent with applicable Law, IKON shall, upon request by GE, notify GE and GECITS as to theactions taken by IKON in compliance herewith.          (d) IKON has, and has caused its U.S. Subsidiaries to, announce both publicly and separatelyto the sales representatives and similar personnel of the IKON Companies, the commencement of theProgram with GE and GECITS and shall, and shall cause its U.S. Subsidiaries to, announce theProgram (in the case of announcements to sales representatives and similar personnel) from time totime hereafter as GE and GECITS may reasonably request. The form of such announcements shall be asmutually agreed by IKON, GECITS and GE.          (e) IKON shall provide to the IKON Companies’ sales representatives and similar personnel,fees and other incentive payments intended to induce such personnel to promote the use by Customersof Financing Contracts offered from time to time by GE and GECITS pursuant to the Program, all inaccordance with the sales commission policies previously delivered by IKON to GE (collectively, the“Program Commission Policy”). IKON shall not modify the Program Commission Policy in amanner that is designed to incent its sales representatives and similar personnel to pursuecancel/upgrade opportunities as described in Section 6.3(a) prior to the expiration ofone-half of the original stated term of a Program Financing Contract or, with respect to anyProgram Stream Financing, one-half of the original stated lease or rental term for the Equipmentrelated thereto under the applicable Program Stream Financing Agreement; it being agreed that inthe event that any such modification to the Program Commission Policy has the effect of incentingIKON or IKON Company sales representatives or similar personnel to pursue cancel/upgradeopportunities as described in Section 6.3(a) prior to the expiration of one-half of theoriginal stated term of a Program Financing Contract or, with respect to any Program StreamFinancing, one-half of the original stated lease or rental term for the Equipment related theretounder the applicable Program Stream Financing Agreement, then promptly upon written notice from GE(or promptly upon IKON’s discovery of such effect), IKON shall reinstate the Program CommissionPolicy as in effect immediately prior to such modification. IKON shall, and shall cause itsSubsidiaries to, (i) prohibit the payment to, or receipt by, any of their sales representatives orsimilar personnel of fees or other compensation from (or directly or indirectly funded by) anyPerson other than the IKON Companies that are intended to induce, or have the effect of inducing,such personnel to promote the financing by
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such Person or any of such Person’s Affiliates of the sale, lease or rental of Equipment toCustomers at locations in the United States, and (ii) in the event of the receipt by any such IKONCompany personnel of fees or compensation prohibited by clause (i) above, promptly take correctiveaction (subject to applicable Law) up to and including termination of such personnel’s employmentwith the applicable IKON Company. Any disciplinary measure to be taken in connection with any suchviolation shall be in IKON’s sole discretion.          (f) IKON shall not permit any Person, other than an IKON Company, GE, GECITS or one of theexisting syndication partners of the IKON Companies set forth on Annex C, to use the name“IKON”, “IOS Capital” or “IKON Financial Services” (or any derivation thereof) in connection withthe provision of leasing, rental or financing (or solicitation of leasing or financing) ofEquipment to Customers of any of the IKON Companies at locations in the United States;provided, however, that (x) the existing syndication partners of the IKON Companieslisted in Annex C may continue to use the IOS Capital name in connection with the servicingof lease or rental contracts owned by such Persons on the Original Effective Date and (y) IKON may,from time to time, permit its then-existing syndication partners to utilize the name “IKON” inconnection with the billing and collecting of (and initiating collection proceedings relating to)payments due to IKON (it being agreed that in no event shall IKON authorize any Person, other thanGE and GECITS, to utilize the name “IKON Financial Services”).          3.3. GE Right of First Opportunity. Other than with respect to Excluded Transactions,IKON shall cause to be offered to GECITS the first right to finance through the Program eachproposed sale, lease or rental of Equipment to Customers of any IKON Company at locations in theUnited States (whether directly or, (a) with respect to any proposed IKON Originated FinancingContract or SLG Financing Contract, by offering to sell and assign such proposed FinancingContract, the Equipment subject thereto and the Purchased Assets in respect thereof to GECITS or(b) with respect to any existing or proposed Program Facilities Management Agreement or ProgramEquipment Management Agreement, by offering to sell and assign the related proposed Program StreamFinancing, the Equipment related thereto and the Purchased Assets in respect thereof to GECITS),and IKON shall not (and shall cause its Subsidiaries not to) approach any other Person as to thepossibility of such Person’s financing or arranging for the financing (whether on an individual orprogrammatic basis) of any proposed sale, lease or rental of Equipment, to Customers of any IKONCompany, at locations in the United States (collectively, the “Right of FirstOpportunity”); provided, however, that (x) the Right of First Opportunity shallnot restrict the independent right of a Customer to utilize, directly or indirectly, any thirdparty financing source independently identified by such Customer to finance its acquisition ofEquipment and (y) notwithstanding the IKON Companies’ obligations to offer to GECITS the firstright to finance each sale, lease or rental of Equipment by the IKON Companies under the Program,with respect to any proposed sale, lease or rental of Equipment under a proposed Program FinancingContract, Program FM Stream Financing or Program EM Stream Financing rejected by GE on behalf ofGECITS, IKON may itself, or may arrange for a third party financing source to, provide financingfor such Customer with respect to such proposed sale, lease or rental; provided that if GE,on behalf of GECITS, shall have approved a proposed Program Financing Contract, Program FM StreamFinancing or Program
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EM Stream Financing contingent upon the receipt of a specified level of recourse or otherfinancial accommodation from an IKON Company, no IKON Company shall offer or provide to such thirdparty financing source recourse or other financial accommodation (including acceptance by IKON ofan origination fee less than the Base Origination Fee) that is as much or more than such specifiedrecourse or financial accommodation.          3.4. Sale of Equipment by IKON Companies Other Than IKON. Other than in connectionwith Excluded Transactions, if any IKON Company other than IKON arranges or enters into anyagreement to lease Equipment to, or to provide financing for the acquisition of Equipment by,Customers at locations in the United States, then prior to arranging or entering into suchagreement or providing such financing, IKON, GE and GECITS shall negotiate and enter into suchamendments to this Agreement and to the GE Operative Agreements and the IKON Operative Agreementsas are necessary to cause such other IKON Company to become a party to this Agreement in order toprovide for the transfer, sale and conveyance of Equipment (together with any related FinancingContract and other assets of the type described in the definition “Purchased Assets”) to GECITS onsubstantially the same terms (including representations, warranties, covenants and indemnities) andsubject to substantially the same conditions as provided hereunder in connection with ProgramFinancing Contracts and/or Program Stream Financings (and the Equipment subject thereto andPurchased Assets in respect thereof). In connection with any such amendments to this Agreement,IKON shall unconditionally guarantee the full and prompt performance and satisfaction of such otherIKON Company’s obligations to GE and GECITS hereunder and under each of the other applicable IKONOperative Agreements.          3.5. Federal Program. From and after the date hereof, IKON and GE will negotiate ingood faith the terms, conditions, provisions and processes pursuant to which GE (or one or more ofits Affiliates) would, during the Term, purchase from IKON (pursuant to one or more agreementsbetween GE (or an Affiliate of GE) and IKON), receivables relating to the lease or rental paymentsin respect of Equipment subject to Federal Financing Contracts originated by IKON during the Term(the date on which agreements with respect to the terms, conditions, provisions and processes forthe purchase from IKON by GE (or one or more of its Affiliates) of such receivables becomeeffective being the “Federal Program Integration Date”). During the period commencing onthe Original Effective Date and ending on the Federal Program Integration Date, IKON may offer toGE, and GE may purchase from IKON, Program Federal Stream Financings pursuant to an executedFederal Assignment Agreement.          3.6. Purchase of Personal Property Tax Receivables. (a) From and from after the datehereof, IKON shall sell to GECITS, and GECITS shall purchase and acquire from IKON, PersonalProperty Tax Receivables with respect to Purchased Financing Contracts and Acquired FinancingContracts, to the extent such Personal Property Tax Receivables constitute Excluded Assets asdefined in the Asset Purchase Agreement or the 2006 Purchase Agreement (respectively).                    (i) On the Amendment Effective Date, IKON shall sell, transfer, assign and conveyto GECITS, and GECITS shall purchase from IKON, the
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Initial Personal Property Tax Receivables set forth on the Purchased PersonalProperty Tax Schedule attached hereto as Annex G.                    (ii) At any time the parties effect such sale and purchase after the AmendmentEffective Date, which IKON and GECITS agree will occur each month during the Termcommencing July, 2006, the parties shall prepare and execute a Purchased PersonalProperty Tax Schedule in respect of the Personal Property Tax Receivables that areintended to be sold pursuant to the provisions of this Section 3.6, whichPurchased Personal Property Tax Schedule shall include, among other things, the proposedTransfer Date with respect thereto; it being agreed that in the event Personal PropertyTax Receivables are not uploaded, in the ordinary course, to the IKONICS system prior tothe last Business Day before to the end of any month, no sale and purchase shall berequired to occur during such month.          (b) (i) On the Transfer Date with respect to any Purchased Personal Property Tax Receivables,(A) IKON shall sell, transfer, convey and assign to GECITS, and GECITS shall purchase from IKON,all of IKON’s right, title and interest in and to such Personal Property Tax Receivables, free andclear of all Liens, (B) GECITS shall pay the aggregate Transfer Date Purchase Price with respect toall Personal Property Tax Receivables to be purchased by GECITS on such Transfer Date, and (C) eachof IKON and GECITS shall execute and deliver to the other a Purchased Personal Property Tax Bill ofSale with respect to the related Purchased Personal Property Tax Receivables.                    (ii) On the date that is 90 days after a Transfer Date, GECITS shall pay to IKONthe aggregate Deferred Purchase Price with respect to all Purchased Personal PropertyTax Receivables transferred and sold to GECITS on such Transfer Date.          (c) In the event that any of the information set forth on a Purchased Personal Property TaxSchedule is inaccurate or incomplete on and as of the Transfer Date with respect to the relatedPurchased Personal Property Tax Receivables, IKON and GECITS shall cooperate with each other tocorrect, as promptly as practicable, any and all such inaccuracies with respect to suchinformation. Promptly after the parties reach agreement with respect to any such inaccuracies inany such Purchased Personal Property Tax Schedule (or, if either party shall provide to the otherinformation which reasonably establishes any inaccuracy in any such Purchased Personal Property TaxSchedule, within 10 Business Days after such information is provided), the parties shall prepareand re-execute a revised Purchased Personal Property Tax Schedule (which schedule shall thereafterbe utilized, for all purposes, in determining the Transfer Date Purchase Price and the DeferredPurchase Price for all Purchased Personal Property Tax Receivables covered thereby).                    (i) In the event that (A) the sum of (1) the aggregate Transfer Date Purchase Priceplus (2) the aggregate Deferred Purchase Price, in each case, theretofore paidby GECITS in respect of all Purchased Personal Property Tax Receivables covered by suchPurchased Personal Property Tax Schedule is less than (B) the sum of (1) the aggregateTransfer Date Purchase Price plus (2) the aggregate
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Deferred Purchase Price, in each case, that would theretofore have been payable byGECITS (determined solely by reference to such amended Purchased Personal Property TaxSchedule), then GECITS shall promptly pay the amount of such deficiency to IKON.                    (ii) In the event that (A) the sum of (1) the aggregate Transfer Date PurchasePrice plus (2) the aggregate Deferred Purchase Price, in each case, theretoforepaid by GECITS in respect of all Purchased Personal Property Tax Receivables covered bysuch Purchased Personal Property Tax Schedule is greater than (B) the sum of (1) theaggregate Transfer Date Purchase Price plus (2) the aggregate Deferred PurchasePrice, in each case, that would theretofore have been payable by GECITS (determinedsolely by reference to such amended Purchased Personal Property Tax Schedule), then IKONshall promptly pay the amount of such excess to GECITS.          3.7. Product Reviews. From time to time during the Term, IKON shall seek to permit GEand VFS Macon personnel to attend product reviews of IKON’s Equipment suppliers, including newproduct introductions, schedules for anticipated product introductions and updates thereof,anticipated pricing changes, projected monthly unit sales by model grouping and new marketingprograms.          3.8. Training. GE shall sponsor training programs for Equipment sales personnel ofthe IKON Companies in the United States and certain key operations personnel of the IKON Companiesin the United States involved in the administration of the Program, at which such individuals shallreceive training in the techniques of using leases and other financial products as sales tools andsuch other matters as the parties may mutually agree. Such training programs shall be held withsuch frequency and at such locations as IKON and GE may mutually agree. IKON shall encourage, andshall use commercially reasonable efforts to cause, its Equipment sales personnel and such keyoperations personnel to attend such training programs. Each party shall bear its own expenses inconnection with such training programs.**ARTICLE 4.****GE RATE SHEETS; CREDIT APPROVAL POLICY; RESIDUAL POLICY**          4.1. GE Rate Sheets; Changes. (a) The GE Rate Sheets in effect on the date hereof,and the steps and assumptions utilized in connection with the preparation thereof (the “BaseAssumptions”), are attached hereto as Exhibit J. The rates set forth on the GE RateSheets may be modified by GE to reflect changes in the underlying swap rates and/or deviations inrespect of actual Program portfolio composition from the Base Assumptions (provided that GE shallnot be entitled to modify the Base Assumptions) on not less than 60 days’ prior written notice toIKON, and any such modification shall be accompanied by a notice from GE setting forth each of theunderlying swap rates utilized in the preparation of such modifications (it being agreed thatnothing contained in this Section 4.1 shall prohibit GE, on behalf of GECITS, from granting(and GE, on behalf of GECITS, shall be entitled to grant) a conditional approval of a proposedProgram Financing Contract or Program Stream Financing that includes as a condition,
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a change to the rate otherwise applicable to the related Customer and/or the proposed ProgramFinancing Contract or Program Stream Financing pursuant to the GE Rate Sheet then in effect). TheGE Rate Sheets, as in effect from time to time, shall incorporate residual values set forth in thethen-current Residual Policy by Equipment type.          (b) (i) GE shall present to the Executive Committee (together with supporting materials) anyproposed increases in the rates set forth on the GE Rate Sheets that it desires to effect as aconsequence of the impact, on the average Program portfolio spread to GECITS under proposed ProgramFinancing Contracts and Program Stream Financings, of actual or anticipated accounting or taxchanges or other events or circumstances; provided, however, that, in each case,such change, event or circumstance is reasonably expected to impact similarly situated U.S.-basedequipment lessors generally. After such presentation to the Executive Committee, GE shall be freeto implement the proposed increases to the GE Rate Sheets upon at least 60 days’ prior writtennotice to IKON.               (ii) Following any increase contemplated by clause (b)(i) and implemented without ExecutiveCommittee approval, the parties hereto shall use their respective good faith efforts to resolve anysuch disagreement in respect of such increases. In the event that the parties hereto are unable toresolve any such disagreement within twenty (20) Business Days (a “Dispute”), then upon therequest of either IKON or GE, each of IKON and GE shall refer the Dispute to the CEO or CFO of IKON(determined at the election of IKON) and the general manager of North American Leasing – GE CapitalSolutions business unit who shall attempt in good faith to resolve such disagreement.               (iii) If the CEO or CFO of IKON and the general manager of North American Leasing – GE CapitalSolutions fail to resolve any Dispute within twenty (20) Business Days after such referral, thenthe parties shall submit such Dispute to non-binding mediation in accordance with such rules uponwhich the parties shall agree.          (c) If during the Term there shall occur any changes in tax Law which (i) impact both the GECapital Solutions business unit and U.S.-based equipment lessors that are similarly situated to GECapital Solutions, (ii) provide favorable overall tax benefits to such U.S.-based equipment lessorsand (iii) result in such similarly situated U.S.-based equipment lessors decreasing financing ratesto such lessors’ end-user customers, then IKON may present to GE one or more proposals that wouldsimilarly reduce the average Program portfolio margin to GECITS reflected in the rates set forth onthe GE Rate Sheets. Unless GE shall deliver to IKON a written certification certifying that GECapital Solutions has not received (or shall not receive), through internal allocations from GE,the benefit of such tax changes, GE shall, within 90 days of IKON’s request, effect suchmodifications to the GE Rate Sheets as GE shall reasonably determine are appropriate to pass on toCustomers the benefit to GE Capital Solutions of such tax benefits (to the extent such tax benefitsare passed on by similarly situated U.S.-based equipment lessors to their customers).          (d) In addition to the modifications to the GE Rate Sheets contemplated by Sections4.1(a), 4.1(b) and 4.1(c), either GE or IKON may, based on changes in themarket perceived by GE or IKON, present to the other increases in the rates set forth on the GERate
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Sheets that it desires to effect; provided, however, that any such rateincreases shall require the approval of the Executive Committee and shall be shared equally byGECITS and IKON. For the avoidance of doubt, each of GE, GECITS and IKON acknowledges and agreesthat IKON shall be entitled to retain, for its own account, all amounts received in respect of thePurchase Price of Equipment resulting from Commissioned Rates.          (e) During the Term, the GE Rate Sheets shall not be amended, modified or supplemented otherthan as contemplated by Sections 2.1(i)(ii), 4.1(a), 4.1(b), 4.1(c)or 4.1(d).          (f) GE shall, during the Term, deliver to the IKON Relationship Manager the IKON National RateChart, in electronic format, which shall incorporate the rates contained in the GE Rate Sheets andthe Commissioned Rates, in each case, as of the time of such delivery by GE. IKON shall beentitled, from time to time, to require GE to revise the IKON National Rate Chart by delivering toGE the Commissioned Rates to be incorporated therein not less than two (2) Business Days prior tothe date such IKON National Rate Chart is to become effective. GE shall deliver to the IKONRelationship Manager any such revised IKON National Rate Chart so requested, in electronic format,in accordance with the immediately preceding sentence on or prior to the date such revised ratesare to become effective. During the Term, the IKON National Rate Chart shall not be amended,modified or supplemented other than as contemplated by this Section 4.1(f).          (g) Notwithstanding the foregoing, GE may, solely for its internal purposes (and withoutaffecting the then current lease rate factors), effectively reduce the average Program spread toaccommodate a corresponding decrease in residual values during the period following notice to IKONof a proposed change in the Residual Policy but prior to the effectiveness thereof pursuant toSection 4.3(b).          4.2. Credit Approval Policy; Changes. The Credit Approval Policy in effect on thedate hereof is attached as Exhibit B. GE shall provide IKON with not less than 30 days’prior written notice of any changes to the Credit Approval Policy, together with GE’s rationale forsuch changes and such supporting information as IKON reasonably requests. GE, GECITS and IKONacknowledge and agree that GE shall maintain final authority on changes to the Credit ApprovalPolicy and associated credit decisions (including credit decisions based upon Obligor credit ratingand credit decisions based upon actual or anticipated levels of recourse to or reliance upon IKON).          4.3. Residual Policy; Changes.          (a) The Residual Policy in effect on the date hereof is attached hereto as Exhibit A.Subject to the limitations set forth in Section 4.3(b), from time to time after the datehereof, GE may make such changes to the Residual Policy as GE determines to be appropriate;provided that such changes are consistent with GE’s treatment of residual positions withrespect to equivalent equipment under substantially similar GE Capital Solutions programs withindependent equipment dealers or manufacturers. Notwithstanding the foregoing, in no event shallGE or GECITS have any obligation to disclose residual or any other information to any IKON Companyin respect of GE Capital Solutions’ other dealer or manufacturer programs, and
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IKON (on behalf of itself and each other IKON Company) hereby irrevocably waives all rights torequire GE or GECITS to do so.          (b) GE shall provide IKON with not less than 60 days’ prior written notice of any proposedchanges to the Residual Policy and shall, together with such notice, provide supporting materialsin respect of such proposed changes as GE shall determine to be appropriate. Within such 60-dayperiod, IKON shall be entitled to accept or reject any increase to the residual values so proposedby GE by delivering written notice thereof to GE. GE shall be entitled to effect any such proposedchanges, other than any proposed increase in the residual values rejected by IKON in writing duringthe 60-day period referred to above. IKON shall have the right to offer additional residualpricing support in the amount of any decrease implemented by GE (whether on an individualtransaction basis or with respect to classes or categories of Equipment subject to any ProgramFinancing Contracts or related to any Program Stream Financings), including residual pricingsupport of the type contemplated by Section 5.10.          (c) Notwithstanding anything to the contrary contained herein, GE shall be entitled tosupplement the Residual Policy from time to time to add residual information with respect to newitems or models of Equipment not previously included in the Residual Policy. In addition, GE shallbe entitled to amend, modify or supplement the Residual Policy, in its sole discretion, in order toadd or change the residual values in respect of any Non-Core Equipment included or to be includedtherein (whether in connection with an individual Program Financing Contract or Program StreamFinancing or with respect to classes or categories of Non-Core Equipment or otherwise);provided, however, that nothing contained herein shall create or be deemed tocreate any obligation of GE to supplement or amend the Residual Policy to include Non-CoreEquipment.**ARTICLE 5.****LEASE ORIGINATIONS**          5.1. Calculation and Allocations of Minimum Periodic Payment. (a) The MinimumPeriodic Payment in respect of each Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract or Program Stream Financing Agreement that, in each case,constitutes a Bundled Financing Contract shall, for the purposes of the Program, be allocated asamong the Lease Payment (with respect to any such Originated Financing Contract, IKON OriginatedFinancing Contract or SLG Financing Contract) or the Program Stream Financing Payment (with respectto any Program Stream Financing Agreement), the Base Equipment Service Payment, (unless suchOriginated Financing Contract, IKON Originated Financing Contract, SLG Financing Contract orProgram Stream Financing Agreement provides for such reimbursement to be separately billed to theObligor) the Uplift Payment (which Uplift Payment (calculated on a monthly basis) shall be deemedto be an amount equal to the product of (x) the Uplift Allocation Percentage multipliedby (y) a fraction, the numerator of which is the Original Equipment Cost of the Equipmentsubject or related to such Program Financing Contract or Program Stream Financing and thedenominator of which is 12), and (unless such Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract or Program Stream Financing Agreement provides for suchreimbursement to be separately
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billed to the Obligor) the Sales Tax Payment (which Sales Tax Payment shall be deemed to be anamount equal to the result of (x) the sum of (i) the product of (A) the Original Equipment Cost ofthe Equipment subject or related to such Program Financing Contract or Program Stream Financing (asapplicable) multipliedby (B) the sales tax rate applicable to the Lease Payment orProgram Stream Financing Payment (at the inception date of such Program Financing Contract orProgram Financing Stream) plus (ii) the product of (A) the Original Equipment Cost of theEquipment subject or related to such Program Financing Contract or Program Stream Financing (asapplicable) multipliedby (B) the sales tax rate applicable to the Base EquipmentService Payment (at the inception date of such Program Financing Contract or Program FinancingStream) dividedby (y) the number of months of the original term of such ProgramFinancing Contract or Program Stream Financing), each in the manner set forth in Exhibit F(the “Allocation Policy”).For each proposed Originated Financing Contract, IKON Originated Financing Contract, SLGFinancing Contract or Program Stream Financing Agreement that has been submitted to GE for approvalfor funding under the Program (whether or not a Bundled Financing Contract), IKON shall deliver toGE a completed worksheet, in the form attached as Exhibit D, via the CLAS system or asotherwise agreed, setting forth each of the applicable components of the Minimum Periodic Paymentthereunder as contemplated by Section 5.5(b)(i).               (i) If during the Term there shall occur any changes in personal property tax Law orapplicable rates which GE reasonably believes will have the effect of rendering the Uplift Paymentsin respect of Property Tax Inclusive Financing Contracts (A) insufficient to satisfy all of GECITS’personal property tax obligations with respect to future Property Tax Inclusive FinancingContracts, then GE shall be entitled, upon not less than 90 days prior written notice to IKON, toincrease the Uplift Allocation Percentage with respect to all future Property Tax InclusiveFinancing Contracts to such percentage as GE shall reasonably determine is appropriate to priceinto new Property Tax Inclusive Financing Contracts the full anticipated amount of the personalproperty tax required to be paid by GECITS to the appropriate Governmental Entities in respectthereof or (B) more than sufficient to satisfy all of GECITS’ personal property tax obligationswith respect to future Property Tax Inclusive Financing Contracts, then GE shall, within 90 daysafter such determination, decrease the Uplift Allocation Percentage with respect to all futureProperty Tax Inclusive Financing Contracts to such percentage as GE shall reasonably determine isappropriate to price into new Property Tax Inclusive Financing Contracts an amount sufficient tosatisfy the personal property tax required to be paid by GECITS to the appropriate GovernmentalEntities in respect thereof.               (ii) The IKON National Service Price List, the IKON National FM Price List and the IKONNational Equipment Price List, each as in effect on the Original Effective Date, have previouslybeen delivered to GE. From and after the Original Effective Date, IKON has provided and shallcontinue to provide GE with copies of any and all amendments, modifications or supplements to theIKON National Equipment Price List, the IKON National Service Price List and the IKON National FMPrice List (whether in hard copy, via electronic transmission (in an agreed format) or by postingsuch information on the website “www.IKON.org” in a subfolder both identified, in writing, to GEand in respect of which GE
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shall have been given (and shall maintain) full access) by no later than the earlier to occurof (x) the date that IKON distributes any such amendments, modifications or supplements to itssales force and (y) the effective date of any such amendments, modifications or supplements.          (b) For purposes of the services required to be performed by GE and GECITS pursuant to thisAgreement, the Servicing Agreement, the Subservicing Agreements and the Services Agreement(including determining the amounts, if any, required to be remitted to IKON under any PurchasedFinancing Contract, Acquired Financing Contract (from and after the Amendment Effective Date) orProgram Facilities Management Agreement the Program FM Stream Financing in respect of which waspurchased by GECITS pursuant to the Asset Purchase Agreement), GE and GECITS shall be entitled torely on (x) the allocation of the Minimum Periodic Payment under each Purchased Financing Contractand Program Facilities Management Agreement (as among the Lease Payment or Program FM StreamFinancing Payment (as applicable), Base Equipment Service Payment, any applicable Uplift Paymentand any applicable Sales Tax Payment) reflected on the Purchased Assets (as defined in the AssetPurchase Agreement) comprised of the books and records of IOS Capital (immediately prior to theconsummation of the Pre-Closing Merger) and IKON (as successor by merger to IOS Capital) and (y)the allocation of the Minimum Periodic Payment under each Acquired Financing Contract (as among theLease Payment, Base Equipment Service Payment, any applicable Uplift Payment and any applicableSales Tax Payment) reflected on the books and records of IKON (prior to giving effect to theconsummation of the transactions contemplated by the 2006 Purchase Agreement).          (c) The allocation of the Minimum Periodic Payment under a Program Financing Contract at theinception of an Originated Financing Contract, IKON Originated Financing Contract, SLG FinancingContract or Program Stream Financing Agreement the Program Stream Financing in respect of which ispurchased by GE from IKON pursuant to this Agreement (or, (x) in the case of a Purchased FinancingContract or Program Facilities Management Agreement the Program FM Stream Financing in respect ofwhich was purchased by GECITS under the Asset Purchase Agreement or (y) in the case of an AcquiredFinancing Contract purchased by GECITS under the 2006 Purchase Agreement, as set forth inSection 5.1(b)) shall, subject to any amendments thereto effected in accordance withSection 5.8(c), govern the allocation thereof through the end of the term of such ProgramFinancing Contract or Program Stream Financing Agreement (as applicable); provided,however, that notwithstanding the foregoing, (x) any periodic increases to the MinimumPeriodic Payment that are expressly provided for in a Program Financing Contract or Program StreamFinancing Agreement shall be allocable solely to the Base Equipment Service Payment under suchProgram Financing Contract or Program Stream Financing Agreement (as applicable) and (y) GE, GECITSand IKON may agree to reallocate the components of the Minimum Periodic Payment in respect of anyProgram Financing Contract or Program Stream Financing Agreement during any extension or renewalperiod thereof (in recognition of the reduced value of the Equipment subject or related thereto andthe increased cost of performance of the Equipment Service Obligations in respect thereof) toincrease the Base Equipment Service Payment thereunder (by up to 15% of the amount thereof) and tomake a corresponding decrease in the amount of the Lease Payment or Program Stream FinancingPayment (as applicable) thereunder. Except as otherwise specified in any
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Program Financing Contract or Program Stream Financing Agreement, the CPC Payment, (except forProperty Tax Inclusive Financing Contracts) the Uplift Payment, (except for Sales Tax InclusiveFinancing Contracts) the Sales Tax Payment, and the CPI Charges (if any) shall be in addition to(and itemized separately from) the Minimum Periodic Payment and, therefore, shall not be subject to“allocation” as provided above.          5.2. Application of Payments. Except to the extent the terms of any SecuritizationDocuments otherwise require (in which case the terms of such Securitization Documents shallgovern), all payments made by an Obligor under each Program Financing Contract and Program StreamFinancing Agreement and received by or on behalf of GE or GECITS shall be applied in the manner setforth in the Application Methodology attached as Exhibit E hereto (the “ApplicationMethodology”). Notwithstanding the foregoing, if an Obligor under a Program Financing Contractor Program Stream Financing Agreement has made a partial payment in respect of such ProgramFinancing Contract or Program Stream Financing Agreement and has specified how it wants suchpayment applied, then such payment shall be applied in accordance with such Obligor’sspecifications. Except as otherwise permitted to do so by IKON, neither GE nor GECITS shallinstruct any Obligor under any Program Financing Contract or Program Stream Financing Agreement todirect the application of any payments made or to be made by such Obligor thereunder that wouldcause amounts due and owing to GECITS (which GECITS is entitled to retain for its own account) tobe paid in lieu of payments that would, under the Application Methodology, otherwise be required tobe remitted by GE to IKON. Except as otherwise permitted to do so by GE or GECITS, IKON shall notinstruct any Obligor under any Program Financing Contract or Program Stream Financing Agreement todirect the application of any payments made or to be made by such Obligor thereunder that wouldcause amounts due and owing to IKON to be paid in lieu of payments that would, under theApplication Methodology, otherwise be required to be remitted to or retained by GECITS.          5.3. Remittance of Payments. (a) Except to the extent the terms of anySecuritization Documents otherwise require (in which case the terms of such SecuritizationDocuments shall govern), and except with respect to Purchased Personal Property Tax Receivablespurchased by GECITS pursuant to Section 3.6 hereof (which GECITS shall, notwithstandinganything to the contrary set forth in this Agreement (including Section 5.3(a)(i) orSection 5.3(a)(ii) below), be entitled to retain for its own account), all amounts receivedby or on behalf of GE or GECITS pursuant to any Program Financing Contract (other than aWritten-Off Financing Contract) shall be remitted or retained as follows (subject, in each case, tothe application priorities set forth in the Application Methodology):               (i) (A) The Base Equipment Service Payments, the CPI Charges billed and uncollected as of thedate hereof (if any), the Service Sales Tax Payments and CPC Payments received by or on behalf ofGE or GECITS pursuant to any Program Financing Contract, (B) those Late Charges and recoverysettlement receivables not reflected as assets on any of the Final Adjusted Closing Date Schedules(if any) that, in the case of this clause (B), are billed and uncollected as of the date hereof andare hereafter received by GE or GECITS under any Purchased Financing Contract and (C) UpliftPayments the property tax obligations relating to which are borne by IKON pursuant to Section8.3(e) shall, in the case of (A), (B) and (C)
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above, be remitted by GE to IKON within one (1) Business Day after such amounts are receivedand identified by GE and the proper application thereof has been determined by GE, and               (ii) The Lease Payments, Equipment Sales Tax Payments, (except to the extent otherwiseprovided in (x) Section 5.03(b) of the Asset Purchase Agreement (solely in respect ofPurchased Financing Contracts) or (y) Section 5.03(b) of the 2006 Purchase Agreement(solely in respect of Acquired Financing Contracts)) Uplift Payments (if any) (other than anyUplift Payments of the type described in Section 5.3(a)(i)(C) above), CPI Charges (otherthan CPI Charges billed and uncollected as of the date hereof (if any)), Administration Feesthereunder, payments made in connection with the exercise by an Obligor of any right to purchaseEquipment subject to such Program Financing Contract, Late Charges, Insurance Proceeds, Equipmentcasualty payments by the related Obligor, Obligor indemnity payments in respect of any of theforegoing or in respect of the Equipment subject to such Program Financing Contract and all otheramounts (other than unidentified proceeds (so long as such proceeds remain unidentified) and exceptas expressly provided in clause (i) above) received by or on behalf of GE or GECITS pursuant to anyProgram Financing Contract shall be retained by GECITS for its own account.               (iii) GE shall make the payments described in Section 5.3(a)(i) above because IKON hasagreed to perform the obligations described in Section 8.3(a). The payment by GE of suchamounts shall not be conditioned upon the performance by IKON of such obligations.          (b) Except with respect to Purchased Personal Property Tax Receivables purchased by GECITSpursuant to Section 3.6 hereof (which GECITS shall, notwithstanding anything to thecontrary set forth in this Agreement (including Section 5.3(b)(i) or Section5.3(b)(ii) below), be entitled to retain for its own account), all amounts received by or onbehalf of GE or GECITS pursuant to any Program Stream Financing Agreement shall be remitted orretained as follows (subject, in each case, to the application priorities set forth in theApplication Methodology referred to in Section 5.2 above):     (i) The Program Stream Financing Payments, and (except to the extent otherwise providedin Section 5.03(b) of the Asset Purchase Agreement (solely in respect of Program FMStream Financings purchased pursuant thereto)) any Uplift Payments (other than UpliftPayments the property tax obligations relating to which are borne by IKON pursuant toSection 8.3(e)), Equipment Sales Tax Payments, CPI Charges (other than CPI Chargesbilled and uncollected as of date hereof (if any)), Administration Fees, any Late Charges inrespect thereof (except as expressly provided in clause (b)(ii) immediately below), paymentsmade in connection with the exercise by an Obligor of any right to purchase Equipmentrelated to any Program Stream Financing, Insurance Proceeds, Equipment casualty payments bythe related Obligor, Obligor indemnity payments in respect of any of the foregoing or inrespect of the Equipment related to any Program Stream Financing, in each case, received byor on behalf of GECITS shall be retained by GECITS for its own account, and
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     (ii) All other amounts, including any Service Sales Tax Payments, Late Charges andrecovery settlement receivables not reflected as assets on the Final Adjusted Closing DateSchedule (if any) that are billed and uncollected as of the date hereof and are hereafterreceived by or on behalf of GE or GECITS under any Program Stream Financing Agreement (otherthan unidentified proceeds (so long as such proceeds remain unidentified) and except asexpressly provided in clause (i) above) received by or on behalf of GE or GECITS pursuant toany Program Stream Financing Agreement shall be remitted by GE to IKON in accordance withSection 2(d) of the Servicing Agreement within one (1) Business Day after suchamounts are received and identified by GE and the proper application thereof has beendetermined by GE.     (iii) GE’s obligations under Section 5.3(b)(ii) are not conditioned upon IKON’sperformance of its Equipment Service Obligations with respect to any Program StreamFinancing Agreement.GE shall use commercially reasonable efforts, consistent with Business as Usual, to identify, anddetermine the proper application of, all amounts received by it in respect of Program FinancingContracts (in accordance with Section 5.3(a)) and Program Stream Financing Agreements (inaccordance with Section 5.3(b)) as promptly as practicable following its receipt thereof.If GE is unable, within 20 Business Days following its receipt of any payment by or on behalf of anObligor under a Program Financing Contract or Program Stream Financing Agreement, to identify andapply such cash pursuant to the provisions of Section 5.3(a) or 5.3(b), then GEshall (x) promptly contact such Obligor (whether telephonically or in writing) for purposes ofdetermining the proper application of such payment and (y) concurrently with such Customer contact,notify the IKON Director of Macon Shared Services Center (or other Person identified by IKON to GEin writing) of the amount of such unidentified payments and the Customer from whom such paymentswere received. Unless otherwise instructed by the Obligor on or prior to the day that is five (5)Business Days after GE first contacts such Obligor and IKON of the unidentified payments, GE shall(x) remit to IKON such amount as IKON notifies GE are due and owing by such Obligor to IKON at suchtime and (y) return such payments (or any portion thereof not remitted to IKON) to such Obligor.          5.4. Financing Documentation; Exceptions. (a) GE shall provide IKON with the StandardForm Documentation (including the Exceptions Manual) and form of Application. GE shall bepermitted to modify or change any Standard Form Documentation and develop new or additionalStandard Form Documentation; provided, that except to the extent that GE determines that amodification or other change thereto is necessary or prudent to comply with applicable Law orprovide appropriate legal disclosures, prior to GE implementing any material modifications orchanges to, or any material new or additional, Standard Form Documentation, IKON shall have theright to review and approve any such modifications or changes or new or additional documentation.          (b) (i) IKON shall cause its sales, legal and similar personnel to use reasonable commercialefforts to utilize the Standard Form Documentation in connection with each proposed OriginatedFinancing Contract, IKON Originated Financing Contract, SLG Financing Contract and FederalFinancing Contract (whether or not any related Equipment
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Service Obligations of IKON are contemplated to include obligations to provide facilitiesmanagement services); it being agreed that the foregoing shall not apply to any Program FacilitiesManagement Agreement listed on Schedule 2 hereto prior to the earlier of (1) the expirationdate thereof set forth opposite such agreement on Schedule 2 and (2) the date such ProgramFacilities Management Agreement is amended or otherwise modified to conform to the Standard FormDocumentation. IKON shall promptly coordinate with designated GE representatives with respect toany changes proposed by the Customer in respect of any proposed Originated Financing Contract, IKONOriginated Financing Contract, SLG Financing Contract or Federal Financing Contract which are nototherwise permitted by the Exceptions Manual, including by (A) delivering to GE all such changespromptly following the delivery thereof to IKON’s legal department (except to the extent thatIKON’s legal department, in the exercise of its reasonable judgment, deems the Customer’s proposedchanges to be unacceptable and would not recommend to GE and GECITS the financing thereof, in whichcase the IKON legal department may, prior to or in lieu of presentation of such Customer proposedchanges to GE, attempt to negotiate terms more favorable to the lessor, in which case any suchnegotiated changes which are not otherwise permitted by the Exceptions Manual shall be delivered toGE), (B) promptly reviewing and responding to Customer comments or proposed changes to any proposedProgram Financing Contract or Program Stream Financing Agreement, (C) promptly presenting to theapplicable Customer any changes to such proposed Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract or Federal Financing Contract (as applicable) proposedby GE or GECITS, and (D) using commercially reasonable efforts to negotiate with such Customer allsuch proposed changes communicated by GE or GECITS.               (ii) Upon GE’s receipt from IKON of a draft proposed Originated Financing Contract, IKONOriginated Financing Contract or SLG Financing Contract containing proposed changes to the StandardForm Documentation requested by the Customer (which shall have been delivered to IKON’s legaldepartment pursuant to Section 5.4(b)(i)), GE shall (and shall cause GECITS to) respond toIKON in respect of such proposed changes (which may be by approving, rejecting and/or modifyingsuch changes), on average, for any month during the Term, within three (3) Business Days of itsreceipt thereof.          (c) Nothing contained in this Agreement shall limit in any manner GE’s or GECITS’ right tonegotiate with Customers and otherwise change, from the Standard Form Documentation, thedocumentation with respect to any actual or proposed Originated Financing Contract, IKON OriginatedFinancing Contract or SLG Financing Contract with a Customer, except (i) to the extent such changeshall (A) increase any obligation of IKON (including any warranty obligation to be retained byIKON) to the Obligor thereunder or (B) reduce, from the amount determined pursuant to Section5.1, the amount of any CPC Payment or Base Equipment Service Payment due or to become duethereunder, and (ii) that IKON may require GE to agree (A) not to charge, with respect to anyOriginated Financing Contract, or (B) to accept proposed changes to any proposed IKON OriginatedFinancing Contract, SLG Financing Contract, Program Equipment Management Agreement or ProgramFacilities Management Agreement, in each case, which have the sole effect of omitting to charge,late fees or delinquency charges thereunder; provided that, in determining the PurchasePrice for the Equipment subject or related
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thereto, the Discount Rate that would otherwise be applicable to such Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or to the related ProgramStream Financing (as applicable) in accordance with the GE Rate Sheets shall be increased by 1%.GE acknowledges and agrees that unless otherwise requested by IKON, GE shall not directly negotiatewith Customers with respect to the documentation in respect of any proposed Program FacilitiesManagement Agreement or Program Equipment Management Agreement.          5.5. Credit Approval; Preparation of Document Package.          (a) Credit Approval. Upon its receipt from IKON of (i) a complete Application forapproval of a credit line in respect of a proposed Customer (which Application shall be executed bythe applicable Customer if a personal guaranty is required to be given or if GE determines that abank reference is required to be obtained, in each case, in connection with such Applicationpursuant to the Credit Approval Policy) and (ii) all other information required pursuant to theCredit Approval Policy with respect to such Application, GE shall (A) promptly (1) notify IKON thatsuch Application is complete and (2) conduct such credit investigation and analysis of suchCustomer as it deems necessary, and (B) approve, conditionally approve or reject each suchApplication, on average, for each month during the Term, within the applicable Credit ApprovalPeriod. The parties hereto acknowledge and agree that any approval or conditional approval of anyApplication shall not constitute an approval or conditional approval of any proposed ProgramFinancing Contract or Program Stream Financing.          (b) Preparation of Document Package. In connection with each proposal for a Customerto enter into an Originated Financing Contract, IKON Originated Financing Contract, SLG FinancingContract or Federal Financing Contract, or to rent or lease Equipment pursuant to a ProgramFacilities Management Agreement or Program EM Stream Financing (which proposal may be delivered toGE concurrently with an Application for such Customer or at any time during the period for which anapproval or conditional approval in respect of an Application for such Customer is in effect) IKONshall transmit to GE (whether in hard copy or in an agreed electronic format) all credit and otherinformation required pursuant to the Credit Approval Policy with respect to such proposedOriginated Financing Contract, IKON Originated Financing Contract or SLG Financing Contract, orwith respect to the Program Stream Financing related to such Federal Financing Contract, ProgramFacilities Management Agreement or Program Equipment Management Agreement (as applicable)(collectively, with the complete Application, the “Document Package” for such proposedOriginated Financing Contract, IKON Originated Financing Contract, SLG Financing Contract orProgram Stream Financing (as applicable)), which information shall include:               (i) in respect of each such Originated Financing Contract, IKON Originated Financing Contract,SLG Financing Contract, Program FM Stream Financing or Program EM Stream Financing, (A) a detaileddescription and listing of the Equipment to be covered thereby, together with the related pricingworksheets setting forth (if applicable) the allocation of each component of the Minimum PeriodicPayment as provided in Section 5.1 above and the manner of the computation thereof,together with the amounts of all other payments (if any) required to be made by the Obligorthereunder, and (B) such other credit and
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financial documentation and information as may be reasonably requested by GE from IKON or theapplicable Customer as contemplated by the Credit Approval Policy, and               (ii) solely with respect to each proposed SLG Financing Contract, Program FM Stream Financingor Program EM Stream Financing in respect of which the Obligor thereunder is a State and LocalGovernment Entity, (A) the name and telephone number of the Customer’s designated contact, (B) acopy of any RFP response or comparable proposal that IKON presented to the Customer under suchproposed SLG Financing Contract or the Program Facilities Management Agreement or Program EquipmentManagement Agreement relating to such proposed Program FM Stream Financing or Program EM StreamFinancing (as applicable), (C) a copy of each RFP, bid award, contract and purchase order, ifapplicable, related to such proposed SLG Financing Contract or the Program Facilities ManagementAgreement or Program Equipment Management Agreement relating to such proposed Program FM StreamFinancing or Program EM Stream Financing, (D) an essential use audit/information statementcompleted by the Customer under such proposed SLG Financing Contract or the Program FacilitiesManagement Agreement or Program Equipment Management Agreement relating to such proposed Program FMStream Financing or Program EM Stream Financing, in each case, to the extent the Original EquipmentCost of all Equipment proposed to be subject thereto is in excess of $100,000, (E) to the extentthat the consent or approval of the applicable State and Local Government Entity is required priorto any assignment thereof (or the Program Stream Financings thereunder or RFPs with respectthereto), a consent letter (in the form of Exhibit H-2) duly executed by such State andLocal Government Entity, and (F) if such SLG Financing Contract, Program FM Stream Financing orProgram EM Stream Financing is submitted as a Tax-Exempt Public Sector Financing, an InternalRevenue Service Form 8038-G or 8038-GC, as the case may be, duly executed by the Customer undersuch SLG Financing Contract, Program Facilities Management Agreement or Program EquipmentManagement Agreement relating to such proposed Program FM Stream Financing or Program EM StreamFinancing (as applicable). After GE’s approval of an SLG Financing Contract, Program FM StreamFinancing or Program EM Stream Financing (but before GECITS’ purchase thereof), IKON shall deliverto GE a copy of such Customer’s board minutes or other documents evidencing approval and such otherdocument(s) as may be required pursuant to the Credit Approval Policy.          (c) GE and IKON shall establish mutually acceptable procedures pursuant to which IKON shalltimely transmit to GE (via the CLAS system or as otherwise agreed) all of the information requiredto be delivered by it to GE pursuant to Sections 5.5(a) and 5.5(b) above.          (d) Upon the request of IKON, and to the extent GE and GECITS are legally permitted to do so(pursuant to applicable Law, contracts to which either of them is a party or by which either ofthem are bound, or otherwise), GE shall deliver to IKON copies of any credit, financial or otherinformation obtained or prepared by GE in connection with the credit review of any Applications orproposed Originated Financing Contracts, IKON Originated Financing Contracts, SLG FinancingContracts or Program Stream Financings rejected by GE. IKON acknowledges and agrees that (i) anysuch information or documentation delivered by GE or GECITS to IKON pursuant to this Section5.5(d) (and not pursuant to any other provision of this Agreement, any IKON Operative Agreementor GE Operative Agreement) shall be delivered
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without representation or warranty of any kind, and neither GE nor GECITS shall have anyliability or obligation to IKON under this Agreement in connection with the delivery to, or use byIKON, of such documentation and information and (ii) IKON shall not, except as otherwise expresslyconsented to by GE (which consent may be withheld by GE in its sole discretion) or requiredpursuant to the terms of a valid and effective subpoena or Order of a court of competentjurisdiction, distribute, publish or make available to any other Person any information ordocumentation provided to IKON by GE pursuant to this Section 5.5(d). In the event thatIKON receives a request to disclose all or any part of the information or documentation provided toit pursuant to this Section 5.5(d) (and not pursuant to any other provision of thisAgreement or any IKON Operative Agreement or GE Operative Agreement) under the terms of a valid andeffective subpoena or Order issued by a court of competent jurisdiction, IKON agrees that it shall(i) immediately notify GE, in writing, of such request and the terms thereof, (ii) consult with GEon the advisability of taking available steps to resist or narrow such request and (iii) assist GEor GECITS (at GE’s and GECITS’ expense) in seeking a protective order or other appropriate remedy.In the event such protective order or other remedy is not obtained, IKON shall be entitled todisclose only that portion of such information and/or documentation which, in the opinion of itscounsel, is legally required by Law to be disclosed, and shall use commercially reasonable effortsto obtain assurance that confidential treatment will be accorded such information and/ordocumentation.          5.6. Authorization. (a) Upon confirmation by GE that it has received (i) a completeDocument Package with respect to a proposed Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract or Program Stream Financing (as applicable), andprovided that (A) the sum of (x) the Purchase Price with respect to the Equipment (other thanNon-Core Equipment) to be subject or related to such proposed Originated Financing Contract, IKONOriginated Financing Contract, SLG Financing Contract or Program Stream Financing plus (y)the purchase price payable to any third party supplier with respect to any Non-Core Equipment to besubject or related to such proposed Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract or Program Stream Financing, does not exceed the then-remainingundrawn credit line approved by GE for the related Customer thereunder and (B) any approval orconditional approval of any applicable Application shall not have terminated, expired or beenrevoked, in each case, pursuant to Section 5.6(c) or (d)) and (ii) evidence as tothe satisfaction of all conditions to any conditional approval prior to the date that suchconditional approval shall expire or be revoked pursuant to Section 5.6(c) or (d),then GE shall notify IKON (via the CLAS system or otherwise) as to whether it has approved, orconditionally approved or rejected the purchase by GECITS of the Equipment subject or related tosuch proposed Originated Financing Contract, IKON Originated Financing Contract, SLG FinancingContract or Program Stream Financing (as applicable) in the manner set forth below. Unlessotherwise agreed to in a writing delivered to IKON by GE, any such approval or conditional approvalshall be subject to (and any obligation of GECITS to remit to IKON the Purchase Price in respectthereof shall be conditioned upon) GE’s receipt of a Confirmation of Acceptance and an originalProgram Financing Contract or Program Stream Financing Agreement (which conforms to the StandardForm Documentation unless otherwise agreed by GE), duly executed by the applicable Obligor, in eachcase, with respect to the Equipment subject thereto.
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          (b) Except with respect to Equipment placed with the Customer pursuant to a trial ordemonstration arrangement, IKON shall implement policies designed to prevent the shipment of anyEquipment subject or related to a proposed Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract or Program Stream Financing prior to (i) the execution anddelivery by the applicable Customer of an Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract or Program Stream Financing Agreement (or lease addendum oramendment with respect to such Equipment) (as applicable) relating to the rental or lease of suchEquipment to such Customer and (ii) the delivery of faxed copies or originals of such documentationto IKON. In the event that any Responsible Officer of any IKON Company learns of any such shipmentprior to such time, IKON shall immediately notify GE. Such notice shall not relieve IKON of itsobligation to deliver to GECITS good title to the Equipment that is the subject thereof.          (c) Notwithstanding anything to the contrary contained herein, unless otherwise agreed to byGE in any particular instance in writing, (i) GE’s credit approval of a Application for a Customercredit line shall expire six (6) months after such approval, (ii) if amendments to the GE RateSheet made pursuant to Section 4.1 shall become effective during the period between thedate a pricing quote in respect of a proposed Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract or Program Stream Financing is communicated to IKON andthe Transfer Date in respect of the Equipment subject to such pricing quote, then such pricingquote shall be deemed automatically to be amended, as of the Transfer Date, to reflect the ratesset forth in the GE Rate Sheets in effect on such Transfer Date and (iii) GE’s approval of aproposed purchase of Equipment under a proposed Originated Financing Contract or of a proposedpurchase of any IKON Originated Financing Contract, SLG Financing Contract or Program StreamFinancing (and the Purchased Assets and Equipment related thereto) shall automatically be revokedif IKON shall, in accordance with its past practices, effect a “sale reversal” with respect to therelated Equipment.          (d) (i) GE, on behalf of GECITS, may at any time prior to the Transfer Date relating to theEquipment subject or related to a proposed Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract or Program Stream Financing, upon notice to IKON, revoke itsapproval or conditional approval, of (i) an Application for a credit line delivered pursuant toSection 5.5, or (ii) the purchase of any Equipment (and any related IKON OriginatedFinancing Contract, SLG Financing Contract, Program Stream Financing and Purchased Assets) subjector related to such proposed Originated Financing Contract, IKON Originated Financing Contract, SLGFinancing Contract or Program Stream Financing (as applicable) given pursuant to Section5.6(a) if:                    (A) at any time after such approval or conditional approval was granted there shall occur andbe continuing any GE Termination Event; provided that GE shall not be entitled to revoke,under this clause (A), its approval or conditional approval for the purchase of any Equipment (andany related IKON Originated Financing Contract, SLG Financing Contract, Program Federal StreamFinancing and Purchased Assets) if (x) the related proposed Originated Financing Contract, IKONOriginated Financing Contract, SLG Financing Contract or Federal Financing Contract (I) is writtenon the Standard Form Documentation and (II) has been approved without recourse to, or relianceupon, any IKON Company or (y) a Credit
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Revocation Cutoff Date with respect to such GE Termination Event shall have occurred at orprior to such time (it being agreed that nothing contained in this Section 5.6(d)(i)(A)shall, in any event, be deemed to limit, modify or otherwise restrict any of GE’s remedies underany of the other provisions of this Agreement in respect of such GE Termination Event), or                    (B) GE (1) determines that any of the information on which any such approval was based isinaccurate or false in any material respect, or (2) becomes aware of additional information(including that there has been a significant change in the Customer’s business or properties or inthe ownership or control of such Customer) which would (in GE’s view), if such information had beenprovided to GE prior to GE approving such Application or such purchase of any Equipment subject orrelated to such proposed Originated Financing Contract, IKON Originated Financing Contract, SLGFinancing Contract or Program Stream Financing, have resulted in GE’s rejecting (or, in the case ofa conditional approval, further conditioning the approval of) such Application or such OriginatedFinancing Contract, IKON Originated Financing Contract, SLG Financing Contract or Program StreamFinancing, or (3) determines that there has been a material decline in the Customer’s business,properties or financial condition or change in control of such Customer.               (ii) In addition to the foregoing, GE may, at any time prior to the Transfer Date relating tothe Equipment subject or related to a proposed Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract or Program Stream Financing (as applicable), upon noticeto IKON, revoke its approval or conditional approval of such proposed Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or Program Stream Financinggiven pursuant to Section 5.6(a) if:                    (A) the related Customer shall notify any IKON Company or GE of such Customer’s intent tocancel all or any part of such proposed Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract or Program Stream Financing Agreement (or such Program StreamFinancing thereunder), or to refuse to accept any Equipment to be subject or related to suchproposed Originated Financing Contract, IKON Originated Financing Contract, SLG Financing Contractor Program Stream Financing Agreement (or such Program Stream Financing thereunder) (asapplicable), or                    (B) GE reasonably determines, at any time, that (1) any of the representations and warrantiesof IKON contained in Section 8.2 will not, with respect to such proposed OriginatedFinancing Contract, IKON Originated Financing Contract, SLG Financing Contract, Program FM StreamFinancing or Program EM Stream Financing (or the Equipment subject thereto or Purchased Assets inrespect thereof), be true and correct on the proposed Transfer Date of the Equipment subject orrelated thereto, or (2) any of the representations and warranties of IKON contained in the FederalAssignment Agreement will not, with respect to such proposed Program Federal Stream Financing (orthe Equipment subject thereto or Purchased Assets in respect thereof), be true and correct on theproposed Transfer Date of the Equipment related to such proposed Program Federal Stream Financing.
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          5.7. Purchase and Sale of Equipment.          (a) (i) (A) On the Transfer Date with respect to Equipment (and any related IKON OriginatedFinancing Contract, SLG Financing Contract, Program FM Stream Financing, Program EM StreamFinancing and Purchased Assets), other than any Equipment related to a Program Federal StreamFinancing, IKON shall automatically be deemed to have sold, transferred, conveyed and assigned toGECITS, and GECITS shall automatically be deemed to have purchased, all of such Equipment (and anyrelated IKON Originated Financing Contract, SLG Financing Contract, Program FM Stream Financing,Program EM Stream Financing and Purchased Assets with respect thereto), and with no further action,documentation or agreement required by any party to give effect thereto, in each case free andclear of all Liens (including Liens arising under the federal, state or local tax laws or theEmployee Retirement Security Act of 1974, as amended), except for Liens for property taxes that arenot yet due and payable. Such assignment shall include all of IKON’s rights to such Equipment (andIKON Originated Financing Contract, SLG Financing Contract, Program FM Stream Financing, Program EMStream Financing and Purchased Assets with respect thereto, but shall not include any EquipmentService Obligations and any obligation under any warranties (whether or not set forth in theapplicable Program Financing Contract or related Program Stream Financing Agreement).Notwithstanding anything to the contrary in this Section 5.7(a)(i)(A), GECITS acknowledgesand agrees that with respect to any IKON Originated Financing Contract or SLG Financing Contractthat is sold, transferred, conveyed and assigned to GECITS hereunder, GECITS shall assume eachobligation of IKON, as lessor, under such IKON Originated Financing Contract or SLG FinancingContract (as applicable) other than any Equipment Service Obligations.                         (1) Each such assignment by IKON shall be deemed to be an absolute and present sale andassignment, not an assignment for the purposes of collateral security and shall in no way beconstrued as an extension of credit by GE or GECITS to IKON. IKON shall not and shall cause itsAffiliates not to, take any action or do or cause anything to be done, that shall limit, restrictor impair the passage of any manufacturer’s or other warranties in respect of the Equipment subjectto Originated Financing Contracts, IKON Originated Financing Contracts, SLG Financing Contracts,Program EM Stream Financings or Program FM Stream Financings to GECITS and the applicable Customer.Each IKON Company shall (to the extent it is entitled to do so) assign to GECITS and the Customerall such warranties without recourse to IKON.                         (2) If IKON or another IKON Company desires to arrange for or source any proposed OriginatedFinancing Contract, IKON Originated Financing Contract, SLG Financing Contract, Program EM StreamFinancing or Program FM Stream Financing in respect of which part of the Equipment to be subjectthereto consists of Non-Core Equipment, then prior to the proposed Transfer Date with respect tosuch Equipment (and any related proposed IKON Originated Financing Contract, SLG FinancingContract, Program FM Stream Financing, Program EM Stream Financing and Purchased Assets (asapplicable)), IKON shall deliver to GE an invoice with respect to the purchase of such Non-CoreEquipment together with a third party payee letter in respect thereof pursuant to which (I) IKONshall assign to GE all of its rights to purchase such Non-Core Equipment and (II) GECITS shall bedirected to remit
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the purchase price with respect to such Non-Core Equipment directly to the third partysupplier identified in such letter and invoice. IKON shall and shall cause each other applicableIKON Company to use commercially reasonable efforts to assist GE in obtaining from any such thirdparty supplier, in connection with any proposed Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract, Program EM Stream Financing or Program FM StreamFinancing, any required consent to an assignment by the Customer to GE of such Customer’s purchaseorder for such Non-Core Equipment.                    (B) On the Transfer Date with respect to Equipment related to a Program Federal StreamFinancing, IKON shall sell, transfer, convey and assign to GECITS, and GECITS shall purchase fromIKON, such Equipment, the Program Federal Stream Financing with respect thereto and the PurchasedAssets in respect thereof, pursuant to the Federal Assignment Agreement, if prior to the FederalProgram Integration Date.               (ii) Notwithstanding anything to the contrary in Section 5.7(a)(i), (A) GECITSacknowledges and agrees that with respect to any Equipment subject or related to a Program StreamFinancing Agreement that is sold, transferred, conveyed and assigned to GECITS, such Equipment isencumbered by and subject to the rights and interests of the Obligor under the applicable ProgramStream Financing Agreement and (B) GECITS agrees that with respect to any Equipment subject orrelated to a Program Stream Financing Agreement that is sold, transferred, conveyed and assigned toGECITS, GECITS shall not, nor shall it permit any Person acting on behalf of or through GECITS to,take any action which, at the time and under the circumstances so taken, is inconsistent with therights of, or any actions that may be taken by, the lessor under the related Program StreamFinancing Agreement.               (iii) In addition, on the Transfer Date with respect to any Equipment (and any related IKONOriginated Financing Contract, SLG Financing Contract, Program Stream Financing and PurchasedAssets (as applicable)), GECITS shall (except as otherwise provided above or in the FederalAssignment Agreement) become obligated to, and within one (1) Business Day after the delivery ofthe Dealer Compensation Report in respect of the transfer of such Equipment shall, pay the PurchasePrice of all such Equipment (and any related IKON Originated Financing Contract, SLG FinancingContract, Program Stream Financing and Purchased Assets); provided that, GE shall havereceived, (A) not later than one (1) Business Day prior to the Transfer Date applicable to suchEquipment, (1) the complete Document Package with respect to such Originated Financing Contract,IKON Originated Financing Contract, SLG Financing Contract or Program Stream Financing, (2) anoriginal Originated Financing Contract, IKON Originated Financing Contract, SLG Financing Contractor Federal Financing Contract (or faxed copy which shall be followed by delivery to GE of anoriginal thereof prior to the applicable Fax Funding Delivery Date), duly executed by theapplicable Obligor or a faxed copy of the applicable Program Facilities Management Agreement orProgram Equipment Management Agreement (together with any lease addendum or amendment relating tothe Equipment transferred to GECITS on such Transfer Date), duly executed by the applicable Obligorand (B) a Confirmation of Acceptance with respect to such Equipment.               (iv) IKON has implemented (and shall maintain at all times during the Term) company-widepolicies and procedures that require the IKON Companies’ sales, legal and
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similar personnel to (x) obtain from the applicable Customers, as promptly as practicable,original execution copies of each Originated Financing Contract, IKON Originated FinancingContract, SLG Financing Contract and Federal Financing Contract, to the extent the Equipmentsubject thereto was shipped by IKON upon IKON’s receipt of a facsimile copy (and not an originalexecution copy) thereof and (y) deliver to GE original execution copies of each OriginatedFinancing Contract, IKON Originated Financing Contract, SLG Financing Contract and FederalFinancing Contract (duly executed by the applicable Obligor) which GECITS has funded upon itsreceipt of a facsimile copy thereof pursuant to Section 5.7(a)(iii), by the date that isten (10) days after the Transfer Date with respect to the Equipment subject or related thereto. Ifan IKON Company fails to provide to GE an original executed copy of an Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or Federal Financing Contractby the Fax Funding Delivery Date with respect thereto, then IKON shall be required to purchase fromGECITS, within one (1) Business Day after such Fax Funding Delivery Date, such Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or Federal Financing Contract(as applicable) and Purchased Assets and Equipment related thereto, on an “AS-IS, WHERE-IS” basis,without representation, warranty or recourse of any kind, other than Agreed Warranties for apurchase price equal to the Net Book Value thereof on the date of such purchase.          (b) IKON agrees to promptly provide GECITS with written evidence of IKON’s sale and assignmentof any Equipment and/or any related IKON Originated Financing Contract, SLG Financing Contract,Program Stream Financing and Purchased Assets (as applicable) to GECITS together with suchadditional documentation as GECITS may reasonably request from time to time in connection therewithto evidence IKON’s compliance with its obligations under this Agreement or any other IKON OperativeAgreement.          (c) As designated by GE from time to time in writing, IKON shall sell, assign, and otherwisetransfer and convey (i) any SLG Financing Contract and related Equipment and Purchased Assetsdirectly to GECITS, any Affiliate of GE or any direct or indirect wholly-owned Subsidiary of GE,which Person shall be the lessor in respect of such SLG Financing Contract (as assignee of IKON)and (ii) any Program Stream Financing (and related Equipment and Purchased Assets) in respect ofwhich the Obligor thereunder is a State and Local Government Entity directly to GECITS, anyAffiliate of GE or any direct or indirect wholly-owned Subsidiary of GE; provided,however, that GE shall guarantee the full performance and satisfaction of the obligationsof such GE designee in the event of any such sale, assignment, transfer or conveyance pursuant to aguaranty in substantially the form of the GE Guaranty. All of the representations, warranties,covenants and other obligations set forth in this Agreement shall inure to the benefit of suchdesignee(s).          (d) Unless otherwise required by United States generally accepted accounting principles, IKONshall treat the conveyance of the Equipment subject or related to any proposed Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or Program Stream Financing,and the conveyance of any IKON Originated Financing Contract, SLG Financing Contract, ProgramStream Financing and related Purchased Assets, as a sale thereof on all relevant books, records,financial statements and other applicable documents.
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          (e) Each of IKON, GECITS and GE acknowledge and agree that GECITS is a buyer in the ordinarycourse of IKON’s business of all Equipment (and (i) in the case of any IKON Originated FinancingContract or SLG Financing Contract in respect thereof, such Financing Contract and relatedPurchased Assets or (ii) in the case of any Program Stream Financing related thereto, such ProgramStream Financing and related Purchased Assets) sold, assigned, transferred or otherwise conveyed byIKON pursuant to this Agreement.          (f) Each of GE, GECITS and IKON acknowledge and agree that (i) each IKON Originated FinancingContract, SLG Financing Contract and Program Stream Financing Agreement is an obligation for thelease or rental of Equipment and (ii) each IKON Originated Financing Contract, SLG FinancingContract and Program Stream Financing Agreement constitutes “chattel paper” (as defined in the NewYork Uniform Commercial Code). The rights to receive payments under each IKON Originated FinancingContract, SLG Financing Contract and in respect of each Program Stream Financing constitute“proceeds” of “chattel paper” (each as defined in the New York Uniform Commercial Code). AllCredit Enhancements in respect of the IKON Originated Financing Contracts, SLG Financing Contractsand Program Stream Financings constitute “supporting obligations” (as defined in the New YorkUniform Commercial Code) and one or more of the following: “letter of credit rights”,“instruments”, and/or “investment property” (each as defined in the New York Uniform CommercialCode).          5.8. Rights Under Leases; Security Interest.          (a) IKON acknowledges and agrees that, notwithstanding GECITS’ entry into and GE’sadministration of any Purchased Personal Property Tax Receivables, Program Financing Contract orProgram Stream Financing utilizing an Assumed Name (or any other name the use of which IKON maylicense to GE and GECITS) and/or GE’s and GECITS’ receipt of payments made payable to it under anAssumed Name (or any such other IKON-licensed name) in respect of such Purchased Personal PropertyTax Receivables, Program Financing Contract or Program Stream Financing, IKON shall not except asotherwise expressly set forth in this Agreement (but subject to Section 5.8(c)(ii)), (i)(A) have any rights or interests in any Purchased Personal Property Tax Receivables, ProgramFinancing Contract or Program Stream Financing (as applicable), the Equipment subject thereto (ifany) or in any payments made in respect thereof or (B) attempt to collect any payments made inrespect thereof or (unless expressly agreed to by GE in writing) repossess or consent to or acceptthe return of any Equipment (other than for maintenance of such Equipment) or (ii) amend, waive orotherwise modify the terms of any Purchased Personal Property Tax Receivable, Program FinancingContract or Program Stream Financing in any way whatsoever.          (b) IKON (or the Customer to the extent agreed to by such Customer) shall bear all risk ofloss to the Equipment until the Transfer Date applicable to such Equipment. All sales of Equipmentto GECITS under the Program shall (i) include the manufacturer’s warranty to the extent that IKONis permitted to assign such warranty by the manufacturer of the particular Equipment, and (ii) tothe extent that clause (i) above is applicable to the particular Equipment, permit the assignmentby GECITS to Customers of all such warranties and licenses applicable to the particular Equipment.
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          (c) (i) Neither IKON nor any other IKON Company shall be entitled to amend, modify orterminate any Program Stream Financing Agreement in any manner adverse to GE or GECITS (includingby (A) reducing the amount of any Program Stream Financing Payment thereunder or any other paymentsor amounts in respect of such Program Stream Financing that GE or GECITS is entitled to retain, forits own account, pursuant to Section 5.3(b), (B) extending the time to make payment of any ProgramStream Financing Payment thereunder or any amounts constituting Purchased Assets in respectthereof, or (C) changing any of the obligations of GE and GECITS thereunder) other than asexpressly contemplated by Section 6.3.               (ii) Notwithstanding anything to the contrary in this Section 5.8, each of GE andGECITS hereby (x) grants to IKON the right to negotiate with Obligors in respect of ProgramFinancing Contracts to modify or eliminate the Equipment Service Obligations thereunder (and tocorrespondingly increase, decrease or eliminate the Base Equipment Service Payments thereunderthereafter to become due in respect thereof), and (y) agrees to promptly execute such amendments ormodifications to Program Financing Contracts as may be necessary to effect the modification orelimination of the Equipment Service Obligations thereunder, so long as IKON shall comply with eachof the following conditions:                    (A) IKON shall promptly provide GE and GECITS with each such amendment or other modification,which amendment or other modification shall contain (1) the lease schedule number of the applicableProgram Financing Contract and (2) the date such amendment or other modification is proposed tobecome effective; and                    (B) In connection with any such amendment or other modification to a Program FinancingContract which has the effect of reducing the Minimum Periodic Payment thereunder, (1) the amountof such reduction shall, in no event, exceed the Base Equipment Service Payment due under suchProgram Financing Contract (calculated immediately prior to giving effect to such amendment orother modification) and (2) the Lease Payment or any other payments or amounts under such ProgramFinancing Contract that GE or GECITS is entitled to retain, for its own account, pursuant toSection 5.3(a) shall, in no event, be reduced or otherwise affected by any such amendmentor other modification.               (iii) Notwithstanding anything to the contrary set forth in this Agreement, in connection withany fixed-term extension or renewal of any Program Financing Contract, GECITS shall be entitled toreduce the amount of the Lease Payment thereunder (and, except to the extent in conjunction with areallocation as provided under Section 5.1(c)(y)) without giving effect to anymodifications to the other components thereof, the Minimum Periodic Payment thereunder);provided that (x) the amount of such reduction shall, in no event, exceed the Lease Paymentdue under such Program Financing Contract (calculated immediately prior to giving effect to suchextension or renewal) and (y) the Base Equipment Service Payment, the CPC Charges, the ServiceSales Tax Payment or any other payments or amounts under such Program Financing Contract that IKONis entitled to pursuant to Section 5.3(a) shall, in no event, be reduced or otherwiseaffected by any such reduction.
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          (d) To secure the performance of all of its obligations under this Agreement and the accuracyof IKON’s representations and warranties hereunder, IKON hereby grants to GECITS as of eachTransfer Date a continuing first priority Lien in (as applicable) the Purchased Personal PropertyTax Receivables, the Program Financing Contracts, the Program Stream Financings and, in each case,the Equipment (if any) subject or related thereto, the Purchased Assets (if any) in respect thereofand the proceeds thereof to be transferred to GECITS on such Transfer Date. For purposes of suchgrant, this Agreement shall constitute a security agreement under applicable Law. In connectionwith the Liens granted hereby, IKON hereby authorizes GE and GECITS to execute and file, on orbefore the date hereof, one or more financing statements (naming IKON, as debtor and GECITS, assecured party) and similarly all continuation statements, in a manner and in such places as may berequired by applicable Law to fully preserve, maintain and protect the Lien of GECITS in thePurchased Personal Property Tax Receivables, the Program Financing Contracts, the Program StreamFinancings, the Equipment subject or related thereto, the Purchased Assets in respect thereof andthe proceeds thereof. The Liens granted to GECITS in any Purchased Personal Property TaxReceivable or in any particular item of Equipment (and any related IKON Originating FinancingContract, SLG Financing Contract, Program Stream Financing, Purchased Assets or proceeds thereof)shall automatically terminate without any further action of any party hereto upon the repurchase ofsuch Purchased Personal Property Tax Receivable or item of Equipment (and any related IKONOriginated Financing Contract, SLG Financing Contract, Program Stream Financing or PurchasedAssets) by IKON from GECITS in accordance with this Agreement (it being agreed that any suchautomatic release of any Lien on any item of Equipment (and any related IKON Originated FinancingContract, SLG Financing Contract, Program Stream Financing or Purchased Assets) shall in no wayaffect any other Liens granted to GECITS in respect of any other Purchased Personal Property TaxReceivable or item of Equipment (or any IKON Originated Financing Contract, SLG Financing Contract,Program Stream Financing or Purchased Assets related thereto or proceeds thereof). GECITS shallexecute and file such UCC-3 termination statements as IKON may, from time to time, reasonablyrequest to evidence the release of any Liens as contemplated by the immediately preceding sentence;provided, that in the event that IKON requests that GE file UCC-3 termination statementmore frequently that once per Program Year, IKON shall be responsible for any costs incurred by GE(including reasonable out-of-pocket costs and expenses) in connection with such additional filings.          5.9. Syndication. (a) Subject to the terms of the applicable Program FinancingContract, or Program Stream Financing Agreement, GECITS shall be permitted to securitize, syndicateor otherwise transfer any or all of its rights under any Program Financing Contract or ProgramStream Financing that it has funded or purchased (and under any related representations,warranties, covenants or indemnifications); provided, however, that (i) if any suchsecuritization, syndication or other transfer occurs, GE shall (unless GECITS determines that doingso shall materially impair its ability to so transfer such Program Financing Contract or ProgramStream Financing on acceptable terms) continue to be responsible for the billing and collecting ofsuch Program Financing Contract or Program Stream Financing, in the manner contemplated by thisAgreement, to the extent that GE is permitted to do so under the Trademark License Agreement andapplicable Law, and (ii) GECITS shall not securitize, syndicate or otherwise assign any of itsrights under any Program Financing Contract or Program Stream
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Financing to any Person set forth on Annex E. Any securitization, syndication ortransfer otherwise permitted under this Section 5.9(a) shall be prohibited hereunder if suchsecuritization, syndication or transfer would, in any material respect, have an adverse impact onany of IKON’s rights under Sections 3.1, 5.2, 5.3,6.1(a)(ii),6.1(b), 6.1(d), 6.1(e), 6.3, 10.2 or Schedule 1with respect to the Program Stream Financings or Program Financing Contracts covered thereby.          (b) During the Term, IKON shall have the right to originate and/or syndicate (i) any ExcludedTransaction, (ii) any proposed Originated Financing Contract, IKON Originated Financing Contract,SLG Financing Contract or Program Stream Financing that has been rejected for funding by GE and(iii) any proposed Originated Financing Contract, IKON Originated Financing Contract, SLG FinancingContract or Program Stream Financing conditionally approved by GE, presented by IKON to theCustomer and subsequently rejected by such Customer.          5.10. Financings with Recourse or Other Support. With respect to any proposedOriginated Financing Contract, IKON Originated Financing Contract, SLG Financing Contract orProgram Stream Financing, IKON may, at its option, offer to provide (or GE may request that IKONprovide) price, rate or yield assistance or residual pricing support to GECITS or discounts, freeservices or rebates in connection with such Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract, Program Stream Financing or related Equipment. Inaddition, from time to time IKON may offer to provide (or GE may request that IKON provide) GECITSwith recourse for losses suffered by GECITS in connection with a proposed Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or Program Stream Financing.If GECITS determines in its sole discretion to enter into any such proposed Originated FinancingContract or to purchase from IKON any IKON Originated Financing Contract, SLG Financing Contract orProgram Stream Financing with such offered or requested recourse to IKON, IKON and GECITS shall, oneach such occasion, agree as to the extent of IKON’s liability and IKON and GECITS shall executemutually acceptable agreements and indemnities with respect thereto. If IKON offers to provide toGECITS any such recourse in respect of a proposed Originated Financing Contract, IKON OriginatedFinancing Contract, SLG Financing Contract or Program Stream Financing, GECITS shall promptlynotify IKON as to whether, in its sole discretion, GECITS shall approve such Originated FinancingContract, IKON Originated Financing Contract, SLG Financing Contract or Program Stream Financing(as applicable).          5.11. Transferred Servicing Agreements. During the Term, upon the request of IKON, GEshall enter into one or more new Transferred Servicing Agreements in connection with the sale orsyndication (to new or existing syndications partners of IKON) of Serviced Assets or Equipment tobecome the subject of one or more lease and/or rental agreements, so long as at the time IKONrequests that GE enter into such agreement, GE has sufficient systems, personnel and allcapabilities to perform the obligations under such Transferred Servicing Agreement (including toperform the application and remittance of payments required of GE in the manner contemplatedthereby). Any servicing fees in respect of any Transferred Servicing Agreement entered into by GEpursuant to this Section 5.11 shall be paid by IKON under and pursuant to the terms of theServicing Agreement.
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          5.12. Execution and Assignment of Certain Program Financing Contracts. In the eventthat, with respect to any proposed Originated Financing Contract that has been rejected for fundingby GE pursuant to Section 5.5 or 5.6 hereof, IKON requests, in writing (includingany writing in an agreed electronic format), that GECITS both (a) execute such proposed OriginatedFinancing Contract and (b) transfer, assign and convey such proposed Originated Financing Contractto IKON immediately after such execution, then unless GE determines, in its reasonable discretion,that the execution and transfer of such proposed Originated Financing Contract would violate orresult in the violation of any applicable Law, then GECITS shall execute such proposed OriginatedFinancing Contract and promptly thereafter (A) IKON shall acquire from GECITS and GECITS shalltransfer, assign and convey to IKON all of GECITS’ right, title and interest in and to suchproposed Originated Financing Contract on an “AS-IS, WHERE-IS” basis, without representation,warranty or recourse of any kind and (B) IKON shall assume and GECITS shall transfer and delegateto IKON all of GECITS’ duties and obligations under such Originated Financing Contract. Each ofGE, GECITS and IKON acknowledge and agree that, except to the extent of any fees required to bepaid pursuant to Section 10.3, there shall be no fees (including any Base Origination Fees,Incremental Origination Fees or Volume Origination Fees) due or payable in respect of any proposedOriginated Financing Contract executed by GECITS pursuant to this Section 5.12.          5.13. Non-Standard Financing Contracts. (a) IKON has provided to GE for GE’s review,true and complete copies of the Financing Contracts more particularly described on ExhibitK (the “Representative Contracts”), none of which is documented in the form of theStandard Form Documentation. GE acknowledges and agrees that if IKON shall present to GE forfunding under the Program any proposed SLG Financing Contract containing terms and conditions(including any terms and conditions implied as a matter of Law or specified in the applicable RFP)that are, taken as a whole and as determined by GE in its sole discretion, as or more favorable tothe lessor than the terms and conditions of any of the Representative Contracts (each, a“Comparable Contract”), GE would not reject such Comparable Contract based solely on itsfailure to be in the form of the Standard Form Documentation; provided, however,that the foregoing shall be subject to the right of GE to (i) require that IKON provide theadditional representations, warranties, covenants and/or indemnities set forth in ExhibitM, if and to the extent the applicable Comparable Contract contains terms and conditionssubstantially equivalent to those for which the additional representations, warranties, covenantsand indemnities set forth in Exhibit M are intended, and (ii) require that IKON provideadditional representations, warranties, covenants and/or indemnities if and to the extent theapplicable Comparable Contract contains terms and conditions which (A) are not otherwise containedin the Representative Contracts and (B) (1) include covenants or obligations of a type nototherwise included in the definition “Equipment Service Obligations” and/or (2) add cancellation,termination, default, buy-out or purchase rights or options thereunder or representations andwarranties of the lessor thereunder, in each case, not otherwise permitted under the Standard FormDocumentation.          (b) GE will use commercially reasonable efforts to approve, solely from a documentationperspective, proposed Financing Contracts that are not proposed SLG Financing Contracts but areotherwise Comparable Contracts, subject to the provisions of this Section 5.13 and theother provisions of this Agreement.
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          (c) IKON acknowledges and agrees that (i) GE applies an integrated approach to fundingdecisions encompassing credit, pricing, documentation, equipment, legal requirements (includingchanges in applicable law) and other risk factors, (ii) the provisions of this Section 5.13shall not be deemed to limit in any manner (A) GE’s sole discretion under Section 4.2 tomake credit decisions in respect of proposed Program Financing Contracts and Program StreamFinancings, or (B) GE’s rights under Section 5.4 to review and negotiate proposed FinancingContracts, and (iii) any credit line established by GE for a Customer (unless otherwise specifiedin writing by GE) shall only be a credit line for transactions documented on Standard FormDocumentation.          (d) Nothing contained in this Section 5.13 shall be deemed to (i) obligate GE toapprove or fund any Operating Rental Contract, or (ii) relieve IKON of its obligation underSection 5.4(b)(i) to seek to utilize the Standard Form Documentation.          (e) IKON shall indemnify and hold harmless each GE Party, its Affiliates and each of theirrespective employees, officers, directors and agents, from and against any and all Damages sufferedor incurred by any of them to the extent resulting from, arising out of or in connection with anyof the following (solely to the extent relating to Program Financing Contracts or Program StreamFinancings funded under the Program from and after the Original Effective Date):               (i) IKON’s failure to (A) pay any enforcement costs incurred by GECITS to enforce a FinancingContract against the Customer, if, with respect to Financing Contracts written on Standard FormDocumentation, the right to collect such costs under the Financing Contract was waived at therequest of IKON or, with respect to Financing Contracts not written on Standard Form Documentation,was waived or affirmatively assumed by IKON or its assignee, whether as lessor, lender or otherwisein such Financing Contract, all to the extent that GECITS is the prevailing party in suchenforcement action, or (B) pay any losses incurred by GECITS to the extent caused by and relatingto any risk of loss associated with the applicable Equipment if, with respect to FinancingContracts written on Standard Form Documentation, the Customer’s obligation to assume risk of losswas waived at the request of, or approved by, IKON, or, with respect to Financing Contracts notwritten on Standard Form Documentation, the obligation was waived or affirmatively assumed by IKONor its assignee, whether as lessor, lender or otherwise in such Financing Contract;               (ii) the exercise by any of the following Customers of the right to terminate all or anyportion of the specific Financing Contract described on Schedule 5.13(e), as the same may beamended from time to time by the parties, for convenience under and in accordance with the specificconvenience, cancellation provisions of such Financing Contracts, as evidenced by the Customer’swritten (including e-mail) notice that it is exercising its right to terminate all or any portionof such Financing Contract pursuant to such provision; provided, however, that IKON’s liabilityunder this Section 5.13(e)(ii) will be limited to the Net Book Value of the applicable ProgramFinancing Contract or Program Stream Financing as of the effective date of such exercise; and
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               (iii) the written exercise by a customer of its right to terminate or delay any or all of itsobligations under a Financing Contract as a consequence of the occurrence of an event of forcemajeure that permits the Customer to terminate the Financing Contract or delay or reduce anypayments due under that Financing Contract, if and to the extent such right is expressly permittedunder the Financing Contract; provided, however, that IKON’s liability under this Section5.13(e)(iii) will be limited to the Net Book Value of the Program Financing Contract or ProgramStream Financing as of the effective date of such exercise.          5.14. Program Reliance and Recourse. GE shall give IKON prompt written notice if GEdetermines that availability under any reliance and/or recourse limits established by GE in respectof the Program shall be or shall become insufficient to support GE’s estimate of six month’s worthof incremental reliance and/or recourse associated with proposed Program Financing Contracts andProgram Stream Financings expected to be submitted by IKON to GE for funding hereunder (assuminghistorical levels of portfolio run-off and new originations). In such event, IKON may request thatGE accept cash collateral, a letter of credit or other cash equivalent on terms and conditionssatisfactory to GE and in an amount mutually agreed by GE and IKON as a reasonable estimate ofexpected incremental reliance and/or recourse associated with proposed Program Financing Contractsand Program Stream Financings expected to be submitted by IKON to GE for funding hereunder duringthe following six month period (in which case such recourse and/or reliance limits shall beincreased by the amount of such cash collateral, drawable amount under such letter of credit orvalue of such other cash equivalents). IKON acknowledges and agrees that the establishment and/oradjustment of any IKON reliance and/or recourse limits shall be in GE’s final authority (and may bemade without notice to IKON, except to the extent any such adjustment shall result in a noticeobligation under the first sentence of this Section 5.14) and that this Section5.14 shall not be deemed to limit in any manner GE’s sole discretion under Section 4.2to make credit decisions in respect of proposed Program Financing Contracts and proposed ProgramStream Financings. Either of GE or IKON may request that the agenda of any Executive Committeemeeting include a review of existing reliance and/or recourse limits, current availabilitythereunder and future reliance and/or recourse funding needs and strategies.**ARTICLE 6.****ADMINISTRATION**          6.1. Administration of GE Portfolio.          (a) Customer Inquiries: Asserted Service Failures. (i) GE shall conduct itscommunications with Customers under Program Financing Contracts and Program Stream Financings in acourteous, prompt and efficient manner and shall use its commercially reasonable efforts to answerCustomers’ and IKON’s inquiries relating to Program Financing Contracts and Program StreamFinancings on Business Days via an “800” or other toll-free telephone line from 8:00 AM to 8:00 PM(New York City time). Customer inquiries received when no personnel are available shall berecorded electronically and responded to promptly.
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               (ii) GE shall notify IKON (including through the dispute resolution tool used by IOS Capitalimmediately prior to the Pre-Closing Merger), within three (3) Business Days after GE’s receipt ofnotice of any assertion by any Obligor under a Program Financing Contract or Program StreamFinancing that an IKON Company or any of its respective agents or contractors has failed to complywith any of its Equipment Service Obligations or other obligations to such Obligor. Any suchnotice by GE shall (A) to the extent delivered through the dispute resolution tool referencedabove, be in accordance with the past practices of IOS Capital immediately before giving effect tothe Pre-Closing Merger, and (B) in all other cases, include a copy of any related writtenassertion, the identity of the Customer and, to the extent GE has knowledge thereof, the nature ofthe Customer’s assertions as to the failure of the applicable IKON Company or any of its respectiveagents or contractors to comply with any such obligations (each, an “Asserted ServiceFailure”).          (b) Collections; Litigation; Recoveries. (i) GE shall have the full right andauthority to bill and collect the Program Financing Contracts and Program Stream Financings andpursue any and all available remedies against Obligors in connection with any defaults thereunder(including commencing litigation and foreclosing against such Obligor (or requesting that IKONrepossess Equipment and other property subject to such Program Financing Contracts or ProgramStream Financings pursuant to Section 6.2(a))). Subject to Section 6.1(b)(iii), GEor GECITS shall notify the IKON Relationship Manager not less than ten (10) Business Days prior tocommencing any litigation against an Obligor under a Program Financing Contract, Program FacilitiesManagement Agreement or Program Equipment Management Agreement in respect of any breach by suchObligor thereunder; provided, that in no event shall GE or GECITS be required to deliverany such notice in connection with any litigation commenced following a Bankruptcy Event (or eventwhich with the passage of time would constitute a Bankruptcy Event) with respect to such Obligor.Notwithstanding anything to the contrary set forth herein, in no event shall GE or GECITS berequired or obligated to commence litigation or collection activities against any Obligor under anyProgram Financing Contract or with respect to any Program Stream Financing.               (ii) Cure by IKON of Certain Payment Defaults. Within ten (10) Business Days afterIKON shall have been notified by GE of its intention to commence litigation against an Obligor inrespect of such Obligor’s breach under a Program Financing Contract, Program Facilities ManagementAgreement or Program Equipment Management Agreement, IKON shall be entitled to purchase from GECITSall of GECITS’ right, title and interest in such Program Financing Contract or the related ProgramStream Financing (as applicable), in each case, together with the Equipment related thereto and anyPurchased Assets in respect thereof, on an “AS-IS, WHERE-IS” basis, without representation,warranty or recourse of any kind, other than Agreed Warranties, by paying to GECITS an amount equalto (1) with respect to any Program Stream Financing, the Net Book Value thereof as of the date ofsuch purchase, or (2) with respect to any Program Financing Contract, the greater of (x) the NetBook Value of such Program Financing Contract as of the date of such purchase and (y) theSecuritization Purchase Price in respect thereof (if any) as of the date of such purchase.               (iii) IKON Compliance Deficiencies. From time to time after the date hereof, GE mayprovide IKON with a listing, in writing (which listing may be in the form of a
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delinquency report or on-line queue), of any delinquent Program Financing Contracts andProgram Stream Financing Agreements where the related Obligor has asserted an Asserted ServiceFailure as a reason for its nonpayment thereunder. As promptly as practicable (and in any eventwithin the applicable Determination Period) IKON shall (A) evaluate all such Obligor’s assertions,(B) seek to resolve with each such Obligor all issues relating to such Obligor’s assertions and (C)based on the foregoing, notify GE in writing as to whether the applicable IKON Company is incompliance with, or has cured any non-compliance in respect of, its Equipment Service Obligationsor other obligations with respect to all of the Equipment subject to such Program FinancingContract or Program Stream Financing Agreement (as applicable). If IKON does not notify GE inwriting, prior to the end of the Determination Period, that such IKON Company is in compliancewith, or has cured any non-compliance in respect of, its Equipment Service Obligations or otherobligations with respect to all of the Equipment subject to such Program Financing Contract orProgram Stream Financing Agreement (as applicable), then IKON shall be required, within one (1)Business Day after the end of the applicable Determination Period, to purchase from GECITS (on an“AS-IS, WHERE-IS” basis, without representation, warranty or recourse of any kind, other thanAgreed Warranties) all of GECITS’ right, title and interest in the related Program FinancingContract or Program Stream Financing (as applicable) (together with the Equipment related theretoand any Purchased Assets in respect thereof) for a purchase price equal to (1) with respect to anyProgram Stream Financing, the Net Book Value thereof as of the date of such purchase, or (2) withrespect to any Program Financing Contract, the greater of (x) the Net Book Value of such ProgramFinancing Contract as of the date of such purchase and (y) the Securitization Purchase Price inrespect thereof (if any) as of the date of such purchase. Any notice or listing provided to IKONby IOS Capital prior to the date hereof (including via the dispute resolution tool referred to inSection 6.l(a)(ii)) shall be deemed, solely for purposes of the notice requirements andnotice periods contained in this Section 6.1(b)(iii), to have been delivered by GE on thedate so provided by IOS Capital.               (iv) If (A) IKON shall not be required to purchase, pursuant to Section 6.1(b)(iii),any Program Financing Contract or Program Stream Financing referred to in the first sentencethereof, (B) (1) there shall be a final determination (which shall either be or becomenon-appealable) by a Governmental Entity that the Obligor is not obligated to make all of thepayments under such Program Financing Contract or all Program Stream Financing Payments in respectof such Program Stream Financing (or that such Obligor is only obligated to make a portion of suchpayments) as a consequence of an IKON Company’s (or any of their respective agents’ orcontractors’) failure to comply with any of their respective Equipment Service Obligations or otherobligations of an IKON Company to the Obligor or (2) with respect to any Program Financing Contractor Program Stream Financing Agreement that is a Performance Cancellation Contract, the Obligorthereunder shall have (x) given IKON notice of a breach of IKON’s Equipment Service Obligationsthereunder in accordance with the terms of such Program Financing Contract or Program StreamFinancing Agreement (as applicable) and (y) notified IKON following any applicable cure period inrespect thereof that it is electing to exercise its right to terminate such Program FinancingContract or Program Stream Financing Agreement (as applicable) pursuant to the terms thereof as aresult of such uncured breach, and (C) IKON shall not have previously purchased such ProgramFinancing Contract or the Program
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Stream Financing related to such Program Stream Financing Agreement pursuant to Section6.1(b)(iii), then GE shall promptly thereafter notify IKON of such determination and IKON shallthereupon be obligated, promptly upon GE’s written demand therefor, (1) to pay GE any and alldamages, costs or other amounts required by a Governmental Entity in any such proceedings orrelated proceedings to be paid by GE or any of its Affiliates, or any of their respectivedirectors, officers, employees, representatives or agents, to the extent arising out of an IKONCompany’s (or any of their respective agents’ or contractors’) failure to comply with any of theirrespective obligations to the Obligor, and (2) to purchase (on an “AS-IS, WHERE-IS” basis, withoutrepresentation, warranty or recourse of any kind, other than Agreed Warranties) from GECITS all ofGECITS’ right, title and interest in the related Program Financing Contract or Program StreamFinancing (as applicable) (together with the Equipment related thereto and any Purchased Assets inrespect thereof) for a purchase price equal to (I) with respect to any Program Stream Financing,the Net Book Value thereof as of the date of such purchase, or (II) with respect to any ProgramFinancing Contract, the greater of (x) the Net Book Value of such Program Financing Contract as ofthe date of such purchase and (y) the Securitization Purchase Price in respect thereof (if any) asof the date of such purchase.               (v) The remedies available under this Section 6.1(b) with respect to any actual oralleged failure by an IKON Company (or any of their respective agents and contractors) to complywith any of their respective Equipment Service Obligations, or other obligations of an IKONCompany, to an Obligor under a Program Financing Contract or with respect to any Program StreamFinancing (an “IKON Servicing Breach”) shall apply to the exclusion of any indemnificationremedy under the Asset Purchase Agreement or the 2006 Purchase Agreement for Damages arising out ofthe failure of such Obligor to make one or more payments under any Purchased Financing Contract orAcquired Financing Contract or in respect of any Program FM Stream Financing purchased by GECITSunder the Asset Purchase Agreement (as applicable) as a consequence of an actual (or asserted) IKONServicing Breach (it being agreed that nothing contained in this Section 6.1(b)(v) shall inany way limit or impair GE’s remedies under the Asset Purchase Agreement or 2006 Purchase Agreementin respect of any Third Party Actions (as defined therein)).          (c) IKON Power of Attorney. (i) For the purposes of exercising GE’s rights andcarrying out its obligations under the Program, IKON hereby makes and appoints GE (and anyemployees or agents of GE designated by GE from time to time) as IKON’s true and lawfulattorney-in-fact for the purpose of endorsing checks with respect to any Program Financing Contractor Program Stream Financing.               (ii) With respect to each IKON Originated Financing Contract, for the purposes of exercisingGE’s and GECITS’ rights and carrying out its obligations under this Agreement, IKON hereby furthermakes, constitutes and appoints GE (and its and any of VFS Macon’s employees or agents designatedby GE from time to time) as IKON’s true and lawful attorney-in-fact for the purpose of executing,endorsing, and otherwise signing for and on behalf of IKON any and all documentation with respectto such IKON Originated Financing Contract contemplated to be executed by IKON.
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               (iii) With respect to each IKON Originated Financing Contract, SLG Financing Contract, ProgramEquipment Management Agreement, Program Facilities Management Agreement and Purchased PersonalProperty Tax Receivable, for the purposes of exercising GE’s and GECITS’ rights and carrying outits obligations under this Agreement, IKON hereby further makes, constitutes and appoints GE (andits and any of VFS Macon’s employees or agents designated by GE from time to time) as IKON’s trueand lawful attorney-in-fact for the purpose of executing, endorsing, and otherwise signing for andon behalf of IKON: (A) any and all instruments, documents and agreements which may be necessary toassign, convey and transfer to GECITS good and marketable title to such IKON Originated FinancingContract, SLG Financing Contract, Purchased Personal Property Tax Receivable, Program EM StreamFinancing or Program FM Stream Financing (as applicable) and the Equipment and Purchased Assetssubject thereto; and (B) all correspondence and notices to Customers as to the assignment of suchIKON Originated Financing Contract, SLG Financing Contract, Purchased Personal Property TaxReceivable, Program EM Stream Financing or Program FM Stream Financing (as applicable) to GECITS orits designee pursuant to Section 5.7(c).          (d) Repurchase of Certain Operating Rentals. (i) If (A) GE receives notice from anObligor under any Operating Rental Contract constituting a Purchased Financing Contract that suchObligor has elected to cancel such Operating Rental Contract in accordance with the terms thereof,or (B) any payment under any Operating Rental Contract constituting a Purchased Financing Contractbecomes eligible for write-off pursuant to the Write-Off Policy, then GE shall promptly notify IKONof such cancellation notice or delinquency (which notice (x) in the case of a cancellation notice,shall set forth the date on which such cancellation shall become effective (after giving effect toany applicable notice period under such Operating Rental Contract) and (y) in the case of anydelinquency of the type described above, may be in the form of a delinquency report or on-linequeue). Within ten (10) Business Days after the effectiveness of any Obligor cancellation of anyOperating Rental Contract (as described in clause (A) above) or within ten (10) Business Days afterthe delivery to IKON of a delinquency notice referred to in clause (B) above with respect to anyOperating Rental Contract (as applicable), IKON shall purchase such Operating Rental Contract fromGECITS and GECITS shall sell to IKON such Operating Rental Contract (and any Equipment subjectthereto and any Purchased Assets in respect thereof) on an “AS-IS, WHERE-IS” basis withoutrepresentation or warranty (other than Agreed Warranties) for a purchase price equal to the NetBook Value thereof at the time of such purchase.               (ii) The remedies available under this Section 6.1(d) shall apply to the exclusion ofany indemnification remedy under the Asset Purchase Agreement or the 2006 Purchase Agreement forDamages arising out of the failure of an Obligor under an Operating Rental Contract to make one ormore payments under such Operating Rental Contract (it being agreed that nothing contained in thisSection 6.1(d)(ii) shall in any way limit or impair GE’s remedies under the Asset PurchaseAgreement or the 2006 Purchase Agreement in respect of any Third Party Actions (as definedtherein)).          (e) Settlement and Litigation Proceeds. Unless the terms of any applicableSecuritization Documents otherwise provide (in which case the terms of such SecuritizationDocuments shall govern), GE shall be entitled to settle or compromise any claims and
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obligations under any Program Financing Contract in its sole discretion. The net proceeds ofany such settlement or compromise with respect to any Program Financing Contract, and the netproceeds of any litigation to collect amounts under any Program Financing Contract (which shall ineach case exclude the return of the applicable Equipment), in each case, to the extent receivedprior to the write-off of amounts under such Program Financing Contract (i.e., to the extentreceived prior to the time such Program Financing Contract becomes a Written-Off FinancingContract, in which case Section 1 of Schedule 1 shall apply) shall, unless theterms of any applicable Securitization Documents otherwise require (in which case the terms of suchSecuritization Document shall govern), be allocated pro rata among (i) all Lease Paymentsthereunder not yet due, (ii) the Service Profit Element thereunder, (iii) the applicable Residual(but only to the extent the related Equipment shall not have been returned to GE or GECITS), (iv)the unamortized origination fees thereunder (other than the Volume Origination Fee) and (v) allother amounts then billed and unpaid under such Financing Contract. Notwithstanding the foregoing,amounts received in connection with any early termination of a Program Financing Contract inaccordance with Section 6.3 shall not be allocated pursuant to the preceding sentence.          (f) Buy Back Obligation. If a Customer refuses to fulfill any of its obligationsunder a Program Financing Contract or in respect of a Purchased Personal Property Tax Receivable asa consequence of the lack of consent of that Customer to the assignment of all or any portion ofthat Financing Contract or Purchased Personal Property Tax Receivable from IKON to GECITS, if andto the extent that such consent is expressly required under such Financing Contract, GECITS shallnotify IKON of such refusal and IKON will have 60 days to resolve the Customer’s assignment disputein a manner reasonably satisfactory to GECITS. If such assignment dispute is not resolved(including without limitation by obtaining Customer’s written consent to the assignment by IKON toGECITS) within the required time period to GECITS’ reasonable satisfaction, IKON will, within 5Business Days repurchase from GECITS, and GECITS will transfer, assign and convey to IKON, all ofGECITS’ right, title and interest in and to the applicable Purchased Personal Property TaxReceivable or the Program Financing Contract or Program Financing Stream (and the Equipment relatedthereto), on an “AS-IS, WHERE-IS” basis without representation, warranty or recourse of any kind,other than the Agreed Warranties, for an amount equal to (x) the then Net Book Value of suchProgram Financing Contract or Program Financing Stream, plus (solely with respect to anyProgram Financing Contract that is an Acquired Financing Contract) the unamortized portion of thePremium (as defined in the 2006 Purchase Agreement) allocable to such Acquired Financing Contracton and as of the date of repurchase, and/or (y) the Repurchase Price of such Purchased PersonalProperty Tax Receivable (as applicable).          6.2. De-Installation, Repossession and Remarketing Support. (a) Subject toSection 6.2(b), at the request of GE at any time and from time to time, IKON shall repair,refurbish, insure and store, and use its reasonable commercial efforts to remarket on anon-discriminatory basis, such Equipment as may be subject or related to a Program FinancingContract, Program Stream Financing or Closing Date IKON Retained Financing Contract serviced by GEas GE may specify. In addition, at the request of GE at any time and from time to time, IKON mayagree to de-install or repossess such Equipment as may be subject or related
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to a Program Financing Contract, Program Stream Financing or Closing Date IKON RetainedFinancing Contract serviced by GE as GE may specify; provided that IKON shall not beobligated to de-install or repossess any such Equipment to the extent that and for so long as GE,GECITS or IKON, as applicable, does not have the legal right to do so. Unless waived by IKON, thefee payable by GE to IKON in respect of any de-installation or repossession of Equipment subject orrelated to a Program Financing Contract or Program Stream Financing shall be IKON’s cost of thede-installation or repossession of such Equipment (including reasonable out-of-pocket costs).          (b) During the Term, GE shall have the right to refurbish and/or remarket any and allEquipment as may be subject or related to a Program Financing Contract, Program Stream Financing orClosing Date IKON Retained Financing Contract serviced by GE, in such manner as GE determines, inits sole discretion. In the event that GE determines to utilize remarketing and refurbishmentservices of IKON, GE shall notify IKON of such determination, and IKON shall be entitled to acceptor decline (in IKON’s sole discretion) GE’s request for remarketing and refurbishment services;provided that IKON shall be deemed to have accepted GE’s request for the remarketing andrefurbishment of such Equipment if such Equipment is set forth on the Wholesale Equipment PriceList. If IKON shall elect to remarket such Equipment:               (i) Prior to the Systems Facilitation Date, any such remarketing by IKON shall be effected bymeans of the purchase by IKON from GECITS of the Equipment (other than Equipment subject to theClosing Date IKON Retained Financing Contract that has not been purchased by GECITS pursuant toSection 10.6), on an “AS-IS, WHERE-IS” basis and without representation or warranty of anykind, other than Agreed Warranties, for an amount equal to the Wholesale Fair Market Value of suchEquipment.               (ii) From and after the Systems Facilitation Date, any such remarketing and refurbishmentshall be performed as follows:                    (A) IKON shall recommend the repair and refurbishment of Equipment to such extent and in suchmanner as, in IKON’s reasonable judgment, shall maximize the sales or lease proceeds from theremarketing thereof, and GE shall be entitled to accept or reject any such recommendation byIKON.Following any acceptance by GE of any repair and/or refurbishment recommendationby IKON with respect to any Equipment, IKON shall repair and/or refurbish such Equipment at anaggregate cost, including commission, equal to the sum of (x) 30% of sale proceeds (lessany de-installation or repossession fees payable by GE to IKON in respect of such Equipment)plus (y) an agreed refurbishment charge.                    (B) Promptly following the sale of any such item of Equipment, IKON shall remit (or cause tobe remitted) to GECITS the proceeds of such sale, net of the costs described in Section6.2(b)(ii)(A). On a monthly basis, IKON shall deliver to GECITS an invoice for allrefurbishment services performed pursuant to this Section.                    (C) The remarketing, repair and refurbishment services described above shall be provided byIKON (or a third party designated by IKON) on a basis that does not discriminate between GECITS’Equipment and used Equipment remarketed,
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refurbished and/or re-sold by IKON for its own account, for the account of any other IKONCompany or for the account of any third party.               (iii) IKON shall use reasonable commercial efforts to cause the Systems Facilitation Date tooccur not later than December 31, 2005 (or as soon thereafter as possible).          (c) In the event that GE repairs, refurbishes and/or remarkets Equipment subject or related toany Program Financing Contract, Program Stream Financing or Closing Date IKON Retained FinancingContracts on its own behalf, GE shall be entitled to a fee in respect thereof equal to the sum of(x) 30% of any sale proceeds thereof plus (y) an agreed refurbishment charge.          6.3. Cancel/Upgrades; Mid-Term Buy Outs.          (a) Cancel/Upgrades. (i) (A) If during the Term, in connection with GECITS’ enteringinto an Originated Financing Contract or purchasing an IKON Originated Financing Contract, an SLGFinancing Contract or a Program Stream Financing (each, a “Replacement Financing”) afterthe Original Effective Date, IKON desires to cause (I) the termination of an existing ProgramFinancing Contract or Program Stream Financing (and any Program Stream Financing Agreement relatedthereto) with the related Obligor that covers Equipment that is to be replaced by other Equipmentto be leased under or in respect of such Replacement Financing or (II) the extension of the statedcontractual term of any Program Stream Financing Agreement (and, consequently, any Program StreamFinancing related thereto) or Program Financing Contract (other than any extension of the typereferred to in Section 6.5(c)) (the Program Financing Contract or Program Stream Financingto be so terminated or extended, in each case, being referred to as a “ReplacedFinancing”), then IKON shall be entitled to require GECITS to terminate such Replaced Financingand transfer to IKON all of GECITS’ interest in the Equipment subject thereto and any PurchasedAssets in respect thereof upon (and in consideration of) the payment by IKON to GE of an amountequal to (1) with respect to any Replaced Financing that is a Program Stream Financing, the NetBook Value of such Program Stream Financing as of the time of such termination (which, upon IKON’swritten request to GECITS, shall be less any billed but uncollected Late Charges relatedthereto in respect of periods from and after the Original Effective Date), or (2) with respect toany Replaced Financing that is a Program Financing Contract, the greater of (x) the Net Book Valueof such Program Financing Contract (which, upon IKON’s written request to GECITS, shall beless any billed but uncollected Late Charges in respect of periods from and after theOriginal Effective Date) and (y) the Securitization Purchase Price thereof (if any), in each case,as of the time of such termination.                    (B) Within fifteen (15) Business Days of the end of each month during each Program Year, GEshall prepare and deliver to IKON a report setting forth GE’s calculation of the Pre-Mid TermUpgrade Percentage and the Overall Upgrade Percentage, in each case, for such Program Year,determined as of the end of the immediately preceding month (such report being referred herein asthe “Program Upgrade Report” for a Program Year). The GE Relationship Manager and the IKONRelationship Manager shall meet no less frequently
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than quarterly to assess IKON’s interim compliance, during each Program Year, with thestandards for the Pre-Mid Term Upgrade Percentage and the Overall Upgrade Percentage set forth inSection 6.2(a)(i)(B)(1) and (2) below.                         (1) If the Pre-Mid Term Upgrade Percentage for any Program Year, as set forth in the ProgramUpgrade Report for the last month of any Program Year, exceeds ten percent (10%), then IKON shallpay to GE, within ten (10) Business Days of its receipt of such Program Upgrade Report, an amountequal to the Pre-Mid Term Make-Whole Amount for such Program Year.                         (2) If the Overall Upgrade Percentage for any Program Year, as set forth in the ProgramUpgrade Report for the last month of any Program Year, exceeds fifty percent (50%), then IKON shallpay to GE, within ten (10) Business Days of its receipt of such Program Upgrade Report, an amountequal to the positive difference between (x) the Overall Upgrade Make-Whole Amount for such ProgramYear minus (y) the Pre-Mid Term Make-Whole Amount, if any, required to be paid by IKON toGE for such Program Year pursuant to clause (1) above.               (ii) If, after the end of the Term, IKON desires to cause the termination of an existingProgram Financing Contract or Program Stream Financing (and any Program Stream Financing Agreementrelated thereto) prior to its stated termination date, then IKON shall be entitled to requireGECITS to terminate such Program Financing Contract or Program Stream Financing and transfer toIKON all of GECITS’ interest in the Equipment subject thereto and any Purchased Assets in respectthereof upon (and in consideration of) the payment by IKON to GECITS of an amount equal to (A) withrespect to any Program Stream Financing, the Net Economic Value of such Program Stream Financing asof the time of such termination, or (B) with respect to any Program Financing Contract, the greaterof (x) the Net Economic Value of such Program Financing Contract and (y) the SecuritizationPurchase Price thereof (if any), in each case, as of the time of such termination.               (iii) IKON further covenants and agrees that:                    (A) in connection with any request by an Obligor under a Purchased Financing Contract orAcquired Financing Contract to elect to pursue an upgrade or substitution of the Equipment subjector related thereto during any period following the original stated contractual term thereof, IKONshall (to the extent such Obligor has an option to make such an election (whether in writing orotherwise)) promptly exercise its option pursuant to Section 6.3(a)(i) or6.3(a)(ii) (as applicable) to require GECITS to terminate such Purchased Financing Contractor Acquired Financing Contract, and                    (B) in connection with any request by an Obligor under a Program Financing Contract (otherthan any Purchased Financing Contract or Acquired Financing Contract) or in respect of a ProgramFederal Stream Financing (to the extent purchased by GECITS pursuant to this Agreement or theFederal Assignment Agreement) to elect to pursue an upgrade or substitution of the Equipmentsubject or related thereto during period following the original stated contractual term thereof,IKON shall, to the extent such
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Obligor satisfies the applicable contractual conditions thereto, promptly exercise its option,pursuant to Section 6.3(a)(i) or 6.3(a)(ii) (as applicable), to require GECITS toterminate such Program Financing Contract or the applicable Federal Financing Contract.          (b) Sale Reversals. If, during the 60-day period immediately following the TransferDate of any Equipment subject or related to a Program Financing Contract or a Program StreamFinancing, IKON desires to cause the termination of such Program Financing Contract or ProgramStream Financing in connection with a “sale reversal,” then IKON shall be entitled to require thatGECITS terminate such Program Financing Contract or Program Stream Financing (as applicable) andtransfer to IKON all of GECITS’ interest in the Equipment subject thereto upon (and inconsideration of) the payment by IKON to GECITS of an amount equal to the sum of (i) the Net BookValue of such Program Financing Contract or Program Stream Financing (as applicable) as of the timeof termination plus (ii) any Volume Origination Fee paid or payable by GECITS in respect ofsuch Program Financing Contract or Program Stream Financing.          (c) Other Terminations. (i) If an Obligor initiates a request for a ProgramFinancing Contract that is a Bundled Financing Contract (other than a defaulted Program FinancingContract) to be terminated (or if, after the Term, GE or GECITS desires to terminate a ProgramFinancing Contract, other than a defaulted Program Financing Contract, with an Obligor), in eachcase other than (A) under the circumstances set forth in Section 6.3(a) or 6.3(b)or (B) in accordance with the terms of the applicable Program Financing Contract, then providedthat (x) GE shall receive such request in writing (whether in hard copy or by facsimiletransmission, email or other electronic format), (y) GE shall deliver to IKON notice of suchObligor request at least two (2) Business Days prior to delivering any buy-out quote or othertermination payment to such Obligor, and (z) GE shall deliver notice to such Obligor of any suchbuy-out quote or termination payment only in writing, addressed to the billing address of suchObligor, GE and GECITS shall be entitled to terminate such Program Financing Contract so long asIKON receives, at the time of such termination, an amount not less than seventy-five percent (75%)of the sum of (1) all due but uncollected Base Equipment Service Payments, CPC Payments and ServiceSales Tax Payments under such Program Financing Contract at the time of such termination,plus (2) the sum of all future Base Equipment Service Payments not yet due under suchProgram Financing Contract; provided that any amounts received by GE or GECITS inconnection with any termination of any Program Financing Contract of the type contemplated by thisSection 6.3(c)(i)) shall be allocated, pro rata, between (x) the amounts set forth inclause (1) and (2) above, and (y) all amounts otherwise due and to become due under such ProgramFinancing Contract which GECITS is entitled to retain, for its own account, pursuant to Section5.3(a). IKON shall use commercially reasonable efforts to cooperate with GE and GECITS inconnection with any discussions or settlement negotiations with Customers that have initiated arequest for a Program Financing Contract to be terminated under the circumstances described in thisSection 6.3(c)(i) (including by promptly responding to any proposals made by GE, GECITS orsuch Customer relating to the settlement of amounts due or to become due thereunder).               (ii) If a Customer initiates a request for a Program Stream Financing Agreement (or anyProgram Stream Financing thereunder) to be terminated (or if, after the Term, IKON desires toterminate a Program Stream Financing Agreement (or any Program Stream Financing thereunder)), ineach case other than (A) under the circumstances set forth in
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Section 6.3(a) or 6.3(b) or (B) in accordance with the terms of the applicableProgram Stream Financing Agreement, then IKON shall be entitled to terminate such Program StreamFinancing Agreement (or Program Stream Financing thereunder) so long as GECITS receives, at thetime of such termination, an amount not less than seventy-five percent (75%) of the sum of (1) alldue but uncollected Program Stream Financing Payments and other payments or amounts in respect ofsuch Program Stream Financing that GE or GECITS is entitled to retain, for its own account,pursuant to Section 5.3(b), in each case, at the time of such termination, plus (2)the sum of all future Program Stream Financing Payments not yet due thereunder; providedthat any amounts received by IKON in connection with any termination of any Program StreamFinancing Agreement of the type contemplated by this Section 6.3(c)(ii)) shall beallocated, pro rata, between (x) the amounts set forth in clause (1) and (2) above, and (y) allamounts otherwise due and to become due under such Program Stream Financing Agreement which IKON isentitled to retain, for its own account, pursuant to Section 5.3(b). GE and GECITS shalluse commercially reasonable efforts to cooperate with IKON in connection with any discussions orsettlement negotiations with Customers that have initiated a request for a Program Stream FinancingAgreement (or any Program Stream Financing thereunder) to be terminated under the circumstancesdescribed in this Section 6.3(c)(ii) (including by promptly responding to any proposalsmade by IKON or such Customer relating to the settlement of amounts due or to become duethereunder).               (iii) GE shall promptly notify IKON of any Customer request received by GE or GECITS to modifyor terminate any Equipment Service Obligations under any Program Financing Contract or ProgramStream Financing Agreement (and the amount of any Base Equipment Service Payment in respectthereof).          6.4. Administrative Support from IKON. IKON shall promptly notify GE of the identityand location of any Equipment relating to any Program Financing Contract or Program StreamFinancing for which IKON wishes to substitute alternate Equipment in satisfaction of any warrantyclaims or to remedy any Equipment failure or service problems (together with the identity of suchalternate Equipment (which shall, in each case, be Equipment with like or improved condition,having the same or greater value and functionality) and IKON shall use its commercially reasonableefforts to promptly notify GE of (a) all requests made to IKON by Customers for the relocation ofany Equipment that is the subject of a Program Financing Contract or Program Stream Financing tolocations other than those specified in such Program Financing Contract or the related ProgramStream Financing Agreement (as applicable), the assignment of such Customer’s interest in any suchProgram Financing Contract or the related Program Stream Financing Agreement (or Program StreamFinancing thereunder) or any related Equipment or sublease of any such Equipment and (b) anyremoval, loss or destruction known to IKON of any Equipment that is the subject of a ProgramFinancing Contract or Program Stream Financing Agreement. IKON shall use its best efforts topromptly implement a process by which all requests made to IKON by Customers to relocate anyEquipment to locations other than those specified in the applicable Program Financing Contract orProgram Stream Financing Agreement, assign such Customer’s interest in any Program FinancingContract or Program Stream Financing Agreement or any related Equipment or to sublease any suchEquipment, are promptly communicated to GE. IKON shall not move, relocate or
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otherwise cooperate with any change in the location of any Equipment to locations other thanthose specified in the applicable Program Financing Contract or Program Stream Financing Agreementunless (x) in the case of any such move, relocation or change to a location outside of the UnitedStates, IKON shall have received a copy of GE’s prior written consent to such move, relocation orchange or (y) in the case of any such move, relocation or change to a location within the UnitedStates, IKON shall deliver written notice to GE thereof (whether in hard copy or through thetransmission of such information through the maintenance queue in IKONICS) within ten (10) daysafter such move, relocation or change.          6.5. Evergreen Rentals. (a) If GE receives, (i) pursuant to any Program FinancingContract, Lease Payments in respect of periods following the stated termination date of suchProgram Financing Contract, (ii) pursuant to any Program Facilities Management Agreement, ProgramFM Stream Financing Payments in respect of periods following the stated termination date thereof,or (iii) pursuant to any Program Equipment Management Agreement, Program EM Stream FinancingPayments in respect of periods following the stated termination date thereof (the payments inclauses (i), (ii) and (iii) above being hereinafter referred to as “Evergreen Rentals”),GE shall retain such Evergreen Rentals for its own account (subject to Section 1 ofSchedule 1).          (b) Lease Payments or Program Stream Financing Payments in respect of any fixed- or firm-termrenewal of any Program Financing Contract, Program FM Stream Financing or Program EM StreamFinancing that shall have theretofore reached its stated contractual term shall be deemed to beEvergreen Rentals for purpose of this Agreement, and such renewals shall not constitute newOriginated Financing Contracts, IKON Originated Financing Contracts, SLG Financing Contracts or newProgram FM Stream Financings, Program EM Stream Financings or Replacement Financings or, except asprovided in Section 1 of Schedule 1, give rise to any other payments to IKON(whether for origination fees or otherwise).          (c) GECITS shall be entitled to enter into any amendment to any Program Financing Contract(whether prior to the end of the stated contractual term thereof or otherwise) which extends suchstated contractual term of such Program Financing Contract and, in addition to such extension,permits the Obligor thereunder to terminate such Program Financing Contract (subject to thesatisfaction of certain conditions by such Obligor) without payment by such Obligor of the full NetBook Value thereof at the time of such termination (whether in connection with a cancellation,upgrade or otherwise). Lease Payments received by GE or GECITS in respect of any such ProgramFinancing Contract (to the extent both in respect of (x) periods after the original statedcontractual term of such Program Financing Contract and (y) Equipment subject to such ProgramFinancing Contract, in each case, immediately prior to giving effect to any such amendment) shallbe deemed to be Evergreen Rentals for purpose of this Agreement, and any such extension shall notconstitute a new Originated Financing Contract, IKON Originated Financing Contract, SLG FinancingContract or Replacement Financing or, except as provided in Section 1 of Schedule1, give rise to any other payments to IKON (whether for origination fees or otherwise).          6.6. Performance of Services; Force Majeure. (a) Each of GE, GECITS and IKONacknowledges and agrees that the ability of each party to perform its obligations under
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this Agreement, the Servicing Agreement, the Subservicing Agreements, the Services Agreementand/or the Marketplace Servicing Agreement may be subject to the prior or concurrent performance bythe other party of certain related services. In consequence of the foregoing, each of GE, GECITSand IKON further agree that upon the occurrence and during the continuance of any breach under thisAgreement, the Servicing Agreement, the Subservicing Agreements, the Services Agreement and/or theMarketplace Servicing Agreement by GE, GECITS or IKON (as applicable), the other party shall berelieved of any of its performance obligations under this Agreement, Servicing Agreement, theSubservicing Agreements, the Services Agreement and/or the Marketplace Servicing Agreement (asapplicable) to the extent that (and for so long as) such breach has the effect of causing thenon-breaching party to be unable to perform its obligations thereunder.          (b) No party shall be considered to be in default in the performance or observation of any ofits duties or obligations under this Agreement if its failure to so perform or observe any suchduty or obligation shall be caused by or result from a Force Majeure Event; provided,however, such party shall not be relieved of its duties or obligations hereunder if suchfailure is caused by or related to removable or remediable causes which such party fails to removeor remedy using commercially reasonable efforts within a commercially reasonable time period. Ifany party is rendered unable to perform or observe any of its obligations under this Agreement byreason of a Force Majeure Event, it shall give verbal notice of such fact to the other party nomore than one (1) Business Day after the occurrence of such Force Majeure Event, followed bywritten notice given to such other party no more than five (5) Business Days thereafter. Suchnotices shall give a reasonably detailed description of such Force Majeure Event and provide theaffected party’s reasonable estimate of the period of time for which it will likely be unable toobserve or perform any of its duties or obligations hereunder due to such Force Majeure Event. Theaffected party shall exercise commercially reasonable efforts to remove such inability with allreasonable dispatch and provide notice to the other party within one (1) Business Day of thecessation of such Force Majeure Event.**ARTICLE 7.****AUDIT RIGHTS**          7.1. Audit Rights.          (a) (i) GE and GECITS will, on an annual basis, cause their external auditors to perform auditprocedures, and issue an audit report to IKON’s external auditors, in respect of the reportsrelating to IKON’s fiscal year end entitled “balance sheet – detailed Oracle” and “income statement– detailed Oracle” required to be delivered by GE to IKON pursuant to the Services Agreement or, tothe extent GE shall no longer be required to deliver such reports, the data that would have beenutilized by GE in preparation thereof (such reports or data, the “Financial Data”). Inconnection with the performance of such audit procedures, GE and GECITS will (x) afford theirexternal auditors access to the books, records, files and papers used or held for use by GE orGECITS in connection with the conduct of the Program and relating to the servicing of all ProgramFinancing Contracts and Program Stream Financings, the servicing of the Financing Contractsconstituting part of the Retained Portfolio pursuant to the
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Servicing Agreement or any servicing agreement constituting a Securitization Document and/orthe services provided pursuant to the Services Agreement, and (y) cause their external auditors topermit the external auditors of IKON to perform such procedures as are reasonably necessary tosatisfy their obligations under AU 543. GE shall not unreasonably condition, withhold or delay itsapproval of the nature, scope or timing of the audit procedures, and shall consider changes inapplicable Law in its consideration thereof.               (ii) In addition to the annual audit procedures described in clause (i) above, GE and GECITSwill, on a quarterly basis, cause their external auditors to perform (x) a review of the FinancialData and issue a review report to IKON’s external auditors, and (y) such other procedures,including testing, and report their findings in respect thereof to IKON and its external auditors,in each case as the parties may mutually agree. The agreed-upon procedures to be performedpursuant to clause (y) above shall be confirmed in advance by IKON and GE in writing, but shall, ata minimum, be reasonably designed to satisfy IKON and its external auditors as to confirmation (tothe agreed-upon level of materiality) of (I) the origination and other fees payable by GE or GECITSto IKON under this Agreement, including without limitation, amounts payable pursuant toSections 10.1 and 10.2 hereof (including the amounts payable to IKON pursuant toSchedule 1 hereto), (II) servicing fees payable by IKON to GE under the Servicing Agreementand the Services Agreement, (III) the application and remittance of payments by GE in accordancewith the terms of Sections 5.2 and 5.3 hereof, the Servicing Agreement and anyservicing agreement constituting a Securitization Document (as applicable), and (IV) chargesagainst the loss pool in accordance with Section 10.6 hereof.               (iii) GE shall cause its external auditors to prepare and deliver to IKON and its externalauditors, on an annual basis (based on procedures performed through an agreed upon“strike-date” occurring prior to the end of IKON’s fiscal year, and supplemented by aroll-forward through the end of IKON’s fiscal year), a Type II SAS 70 report. In addition to thenature, scope and timing of the report to be issued by the external auditors of GE in respectthereof, the specific procedures to be performed shall be confirmed in advance by IKON and GE inwriting but shall, at a minimum, be designed to evaluate GE’s description of controls as theypertain to GE’s servicing of (A) Program Financing Contracts and Program Stream Financings pursuantto this Agreement (but only to the extent that such servicing relates to amounts due and payable toIKON under this Agreement) and (B) Financing Contracts constituting part of the Retained Portfoliopursuant to the Servicing Agreement or any servicing agreement constituting a SecuritizationDocument (the “GE Specified Controls”), including whether the GE Specified Controls weresuitably designed to achieve specified control objectives, whether the GE Specified Controls hadbeen in place as of the time specified in the applicable report, and whether the GE SpecifiedControls that were tested were operating with sufficient effectiveness to provide reasonableassurance that the related control objectives were achieved during IKON’s fiscal year (or suchportion thereof as the Program was in effect). GE and GECITS shall, and shall cause their externalauditors to, endeavor to alert IKON promptly of any identified weakness in respect of GE SpecifiedControls with the intent that IKON have an opportunity to review and understand the findings inadvance of any IKON fiscal year reporting requirements. GE shall not unreasonably condition,withhold or delay its approval of the nature, scope or
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timing of the SAS 70 review, and shall consider changes in applicable Law in its considerationthereof.               (iv) The costs (including actual out-of-pocket costs in connection with any proceduresperformed by GE’s external auditors) incurred by GE as a result of any review conducted pursuant toSections 7.1(a)(i), 7.1(a)(ii) and 7.1(a)(iii) shall be borne exclusivelyby IKON.          (b) (i) At GE’s request, IKON will, on an annual basis, cause its external auditors to performaudit procedures, and issue an audit report to GE’s external auditors, in respect of the ProgramFinancing Contracts and Program Stream Financings serviced by IKON pursuant to the MarketplaceServicing Agreement (the “IKON Serviced Assets”). In connection with the performance ofsuch audit procedures, IKON will (x) afford their external auditors access to the books, records,files and papers used or held for use by IKON in connection the IKON Serviced Assets and/or theservices provided pursuant to the Services Agreement, and (y) cause its external auditors to permitthe external auditors of GE to perform such procedures as are reasonably necessary to satisfy theirobligations under AU 543. IKON shall not unreasonably condition, withhold or delay its approval ofthe nature, scope or timing of the audit procedures, and shall consider changes in applicable Lawin its consideration thereof.               (ii) At GE’s request, in addition to the annual audit procedures described in clause (i)above, IKON will, on a quarterly basis, cause its external auditors to perform (x) a review of theIKON Serviced Assets and issue a review report to GE’s external auditors, and (y) such otherprocedures, including testing, and report their findings in respect thereof to GE and its externalauditors, in each case as the parties may mutually agree. The agreed-upon procedures to beperformed pursuant to clause (y) above shall be confirmed in advance by IKON and GE in writing, butshall, at a minimum, be reasonably designed to satisfy GE and its external auditors as toconfirmation (to the agreed-upon level of materiality) of (I) the proceeds received by IKON inconnection with the sale of Off-Lease Equipment, IKON Off-Lease Equipment and Defaulted Equipmentduring the Term, (II) the fees paid or payable by GE to IKON in connection with the syndication ofRejected Eligible Financing Contracts, (III) servicing fees payable by GE to IKON under theServices Agreement, and (IV) the application and remittance of payments by IKON to GE in accordancewith the terms of the Marketplace Servicing Agreement.               (iii) The costs (including actual out-of-pocket costs in connection with any proceduresperformed by IKON’s external auditors) incurred by IKON as a result of any review conductedpursuant to Sections 7.1(b)(i) and 7.1(b)(ii) shall be borne exclusively by GE.          (c) The parties each agree to provide access, upon request, during normal business hours andin such a manner as shall not unduly interfere with or interrupt the operation, conduct ormanagement of the other party’s business or the Program, to books and records and personnel asnecessary or appropriate to provide assistance in respect of the requesting party’s response to (i)any tax audit or proceeding, or (ii) any Third Party Actions or inquiries addressed to therequesting party from any Governmental Entity; provided that to the extent any suchrequests for assistance are extraordinary and out of the ordinary course of business (and/or
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materially exceed the scope of such assistance provided by IKON to IOS Capital or vice versaprior to the Pre-Closing Merger), the requesting party shall pay the costs (including reasonableout-of-pocket costs) incurred by the party providing such assistance pursuant to this Section7.1(c).**ARTICLE 8.****REPRESENTATIONS, WARRANTIES AND COVENANTS**          8.1. General Representations and Warranties of IKON. IKON hereby represents andwarrants to GE, GECITS and their respective successors and permitted assigns that as of the datehereof:          (a) There are no civil, criminal or administrative Actions pending (including anycounterclaims) or, to IKON’s knowledge, threatened, against IKON which if adversely determinedagainst IKON would reasonably be likely to have an IKON Material Adverse Effect.          (b) On the date hereof, the location of IKON’s state of incorporation is Ohio.          8.2. Transactional Representations and Warranties of IKON. (a) With respect to eachOriginated Financing Contract, each IKON Originated Financing Contract, each SLG FinancingContract, each Program EM Stream Financing and each Program FM Stream Financing, IKON herebyrepresents and warrants to GE, GECITS and their respective successors and permitted assigns that asof the Transfer Date with respect to the Equipment subject or related to such Financing Contract orProgram Stream Financing:               (i) Immediately prior to the sale, transfer, conveyance or assignment of any Equipment subjector related to such Program Financing Contract, Program FM Stream Financing or Program EM StreamFinancing (and any related IKON Originated Financing Contract, SLG Financing Contract, Program FMStream Financing, Program EM Stream Financing or Purchased Assets (as applicable)) by IKON pursuantto this Agreement, IKON had good and valid title to such Equipment (and any related IKON OriginatedFinancing Contract, SLG Financing Contract, Program FM Stream Financing, Program EM StreamFinancing and Purchased Assets (as applicable)), free and clear of any and all Liens of any nature(including Liens arising under the federal, state or local tax Laws or the Employee RetirementIncome Security Act of 1974, as amended) except for Liens for property taxes that are not, as ofsuch Transfer Date, due and payable, and, upon the sale, transfer, conveyance or assignment of anyEquipment subject or related to such Program Financing Contract, Program EM Stream Financing orProgram FM Stream Financing (and any related IKON Originated Financing Contract, SLG FinancingContract, Program FM Stream Financing, Program EM Stream Financing and Purchased Assets (asapplicable)) by IKON pursuant to this Agreement, GECITS (or GE’s designee under Section5.7(c)) shall have good and valid title to such Equipment (and any related IKON OriginatedFinancing Contract, SLG Financing Contract, Program FM Stream Financing, Program EM StreamFinancing and Purchased Assets (as applicable)) free and clear of any and all Liens of any nature(including Liens arising under the federal, state or local tax Laws or the Employee RetirementIncome Security Act of 1974, as amended), other than the
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rights of the Customer under the Program Financing Contract, Program Facilities Management orProgram Equipment Management Agreement (as applicable) relating thereto. This Agreementconstitutes a valid sale, transfer, conveyance and assignment from IKON to GECITS (or GE’s designeeunder Section 5.7(c)) (and not solely a transfer for security purposes) of the Equipmentsubject to such Program Financing Contract or related to such Program FM Stream Financing orProgram EM Stream Financing (and any related IKON Originated Financing Contract, SLG FinancingContract, Program FM Stream Financing, Program EM Stream Financing and Purchased Assets (asapplicable)).               (ii) Other than the original “master” Program Financing Contract or Program Stream FinancingAgreement (if applicable) or, in each case, prior amendments or addendum, true, correct andcomplete copies of each of which, to the extent so requested by GE or GECITS, have been previouslymade available to GE and GECITS, there are no documents, instruments or other agreements enteredinto by IKON and the Customer or IKON and any Person, other than GECITS, in connection with suchProgram Financing Contract, Program FM Stream Financing or Program EM Stream Financing that affect,modify or limit any of GECITS’ rights under such Program Financing Contract, Program FM StreamFinancing or Program EM Stream Financing (as applicable) that is not contained in the DocumentPackage that was delivered to GE pursuant to Section 5.5 in connection with such ProgramFinancing Contract, Program FM Stream Financing or Program EM Stream Financing on or prior to theTransfer Date with respect to the Equipment subject or related thereto. To the best of IKON’sknowledge, each Document Package is true, correct, complete and accurate in all material respects.               (iii) No member of IKON’s sales force has received written notice or has any knowledge, exceptas specifically disclosed to GE and GECITS in writing as part of the Document Package for any suchproposed Program Financing Contract, Program FM Stream Financing or Program EM Stream Financing:(i) of any material fact or circumstance which would impair the validity or the enforceability ofsuch proposed Program Financing Contract, Program FM Stream Financing (or the Program FacilitiesManagement Agreement to which such Program FM Stream Financing relates) or Program EM StreamFinancing (or the Program Equipment Management Agreement to which such Program EM Stream Financingrelates); or (ii) that the Customer intends to reject or revoke its acceptance of the Equipmentsubject or related to such proposed Program Financing Contract, Program FM Stream Financing orProgram EM Stream Financing. None of IKON, any of its Affiliates or any of their respectiveemployees or agents has participated in, and none of them has any knowledge of, any fraudulent actcommitted in connection with any proposed Program Financing Contract, any Program FacilitiesManagement Agreement to which such Program FM Stream Financing relates or any Program EquipmentManagement Agreement to which such Program EM Stream Financing relates. There has not been anyact, failure to act, omission or misrepresentation by IKON that modifies or amends any such ProgramFinancing Contract, Program FM Stream Financing (or the Program Facilities Management Agreement towhich such Program FM Stream Financing relates) or Program EM Stream Financing (or the ProgramEquipment Management Agreement to which such Program EM Stream Financing relates). There has notbeen any misconduct or misrepresentation by any IKON Company in the sourcing, negotiation ordocumentation of a Program Financing Contract, Program FM Stream Financing (or the ProgramFacilities
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Management Agreement to which such Program FM Stream Financing relates) or Program EM StreamFinancing (or the Program Equipment Management Agreement to which such Program EM Stream Financingrelates) (including misrepresentations by any employee, representative or agent of such IKONCompany to an Obligor, Customer or an IKON Company) or that nullifies, limits or in any way affectsthe genuineness, validity or enforceability of any obligation of a Customer or Obligor in respectof any proposed Program Financing Contract, Program FM Stream Financing or Program EM StreamFinancing.               (iv) Except as otherwise disclosed to GE or GECITS in writing, to the knowledge of eachResponsible Officer of IKON, all of the Equipment subject or related to such Program FinancingContract, Program FM Stream Financing or Program EM Stream Financing is in conformity with allapplicable Laws, except that no representation or warranty is made in this clause (d) as to theconformity of any Equipment with any applicable intellectual property Laws.               (v) With respect to each SLG Financing Contract and each Program Stream Financing the Obligorin respect of which is a State and Local Government Entity, (i) IKON has complied, in all materialrespects, with all bidding requirements applicable to such SLG Financing Contract, ProgramEquipment Management Agreement or Program Facilities Management Agreement related to such ProgramStream Financing and with all requirements of any RFPs applicable thereto, including thoserequirements applicable to the Equipment subject thereto and all applicable federal and statestatutes and regulations including those governing equal employment opportunity, affirmative actionand environmental protection and (ii) IKON is the “contractor”, or assignee of the “contractor”,named in and subject to such RFPs.          (b) With respect to each Purchased Property Tax Receivable, IKON hereby represents andwarrants to GE, GECITS and their respective successors and permitted assigns that as of theTransfer Date with respect to such Purchased Property Tax Receivable:               (i) IKON has good and marketable title to, and legal ownership of, such PurchasedPersonal Property Tax Receivables, free and clear of all Liens and has not previouslyassigned, pledged or committed to assign or pledge any interest or participation in suchPurchased Personal Property Tax Receivables to any Person;               (ii) neither IKON nor any of its employees or agents have participated in, or haveknowledge of, any fraudulent act committed in connection with any Purchased PersonalProperty Tax Receivables (or the Financing Contract in respect thereof), or by or inrespect of any Obligor; and               (iii) Except with respect to information previously delivered by IKON or itsemployees or Affiliates to GE or GECITS, to IKON’s knowledge, no deficiencies orassessments are being asserted or made against such Purchased Personal Property TaxReceivables with respect to any Taxes, fees or other charges in regard of or againstsuch Purchased Personal Property Tax Receivables.
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          8.3. Covenants of IKON. IKON hereby covenants to GE, GECITS and their respectivesuccessors and assigns that throughout the term of this Agreement:          (a) IKON shall comply (and shall cause each other IKON Company to comply) in all respects withall of their agreements or commitments with Obligors under or relating to each Program FinancingContract, each Program Stream Financing Agreement and the Equipment covered thereby, including (i)IKON’s or any other IKON Company’s obligation (if any) to maintain insurance with respect to suchEquipment, (ii) IKON’s or any other IKON Company’s Equipment or software service, maintenance,third party billing, warranty, indemnity, most favored pricing or lowest cost commitment,facilities management, labor, staffing, supply, reporting, fleet management, image managementcommitment and other similar obligations and (iii) any other obligations that IKON has agreed, inwriting (as among itself, GE and GECITS) to assume or retain (the obligations in clauses (i), (ii)and (iii) collectively being referred to as the “Equipment Service Obligations”).          (b) IKON shall comply with all acts, rules, regulations, orders, decrees and directions of anyGovernmental Entity applicable to it, including in connection with IKON’s distribution or sale ofEquipment.          (c) With respect to each SLG Financing Contract, Program FM Stream Financing and Program EMStream Financing in respect of which the Obligor thereunder is a State and Local Government Entity,(i) IKON shall comply with all bidding requirements applicable to such SLG Financing Contract,Program Facilities Management Agreement related to such Program FM Stream Financing or ProgramEquipment Management Agreement related to such Program EM Stream Financing (as applicable) and withall requirements of any RFPs applicable thereto, including those requirements applicable to theEquipment subject thereto and all applicable federal and state statutes and regulations includingthose governing equal employment opportunity, affirmative action and environmental protection and(ii) in the event of a Non-Appropriation of Funds with respect to such SLG Financing Contract orsuch Program FM Stream Financing, IKON shall not sell, lease, rent or otherwise provide to theState and Local Government Entity that is the Obligor thereunder any Equipment serving essentiallythe same purpose and function (within the same building) as the Equipment subject to such SLGFinancing Contract or related to such Program FM Stream Financing or Program EM Stream Financingfor a period of one (1) year from the date of such Non-Appropriation of Funds, unless IKONrepurchases such SLG Financing Contract, Program FM Stream Financing or Program EM Stream Financingfrom GECITS for an amount equal to the Net Book Value thereof at the time of such purchase.          (d) IKON shall immediately notify GE upon any Responsible Officer of IKON or any of itsAffiliates obtaining any knowledge of any fraudulent act of the type described in Section8.2(a)(iii).          (e) All property taxes assessed or imposed on or prior to the Transfer Date with respect toany Equipment subject to a Program Financing Contract (other than a Purchased Financing Contract)or related to a Program Stream Financing shall be timely remitted by IKON to the appropriate taxingauthority and IKON shall, on request, provide or cause to be provided
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to GE, evidence of such payment as promptly as possible. In the event that any bill for anyproperty taxes required to be remitted by IKON pursuant to this Section 8.3(e) is receivedby GE or GECITS, GE or GECITS (as the case may be) shall promptly deliver such bill to IKON.          (f) Except upon fifteen (15) days’ prior written notice to GE, IKON shall not (i) change itsjurisdiction of organization from that referred to in Section 8.1(b) or (ii) change itscorporate name.          (g) If IKON shall cease to be a reporting company under Section 13(a) or 15(d) of the ExchangeAct, or shall otherwise cease to file or be obligated to file with the Securities and ExchangeCommission (the “Commission”) Annual Reports on Form 10-K and Quarterly Reports on Form10-Q, IKON shall provide to GE the practical equivalents thereof (at the same times as shallotherwise apply with respect to IKON’s filing of such financial statements and reports) which shallbe accompanied by a certificate, executed by an officer of IKON, certifying that the informationcontained therein fairly present in all material respects the financial position of IKON on aconsolidated basis as of the dates thereof and the results of operations of IKON on a consolidatedbasis for the periods covered thereby, all in conformity with United States generally acceptedaccounting principles applied on a consistent basis (subject, in the case of quarterly financialstatements, to normal year-end adjustments that shall not be material in amount). Notwithstandingthe foregoing, in the event that (i) IKON would otherwise be required, pursuant to the provisionsof this Section 8.3, to provide GE with the practical equivalents of Annual Reports on Form10-K and Quarterly Reports on Form 10-Q (the “Equivalent Financial Reports”) and (ii) 100%of the capital stock of IKON is acquired by a company that files annual, quarterly and periodicreports under Section 13(a) or 15(d) of the Exchange Act (the “Acquiring Company”) and(iii) such Acquiring Company irrevocably and unconditionally guarantees all, but not less than all,of the liabilities and obligations of IKON under this Agreement and each of the IKON OperativeAgreements, then so long as such Acquiring Company continues to file all such reports under Section13(a) or 15(d) of the Exchange Act as and when due, IKON shall not be required to deliver theEquivalent Financial Reports to GE pursuant to this Section.          (h) IKON shall give GE written notice of the occurrence of any Material Adverse Change withinfive Business Days after such occurrence.          (i) On or prior to the Transfer Date with respect to any Equipment subject or related to anyproposed Program Financing Contract, Program FM Stream Financing or Program EM Stream Financing,all such Equipment shall be delivered to the location indicated in the related Program FinancingContract or, with respect to a Program FM Stream Financing or Program EM Stream Financing, therelated Program Stream Financing Agreement.          8.4. Representations and Warranties of GE and GECITS. Each of GE and GECITS herebyrepresents and warrants to IKON, and its successors and permitted assigns that, as of the datehereof:          (a) GECITS (i) is duly organized, validly existing and in good standing under the Laws of itsjurisdiction of organization, (ii) has the requisite power (x) to own and lease its
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Property and (y) except for such franchises, licenses, permits, authorizations and approvalsthe lack of which, individually or in the aggregate, would not reasonably be expected to have a GEMaterial Adverse Effect, to carry on its business as now being conducted and (iii) is dulyqualified to conduct business and is in good standing as a foreign Person in all jurisdictions inwhich the character or location of the Property owned or leased by it or the nature of the businessconducted by it requires such authorization or qualification, except where the failure to be soqualified or authorized has not and would not reasonably be expected to have a GE Material AdverseEffect.          (b) GECITS has all requisite power and authority to execute and deliver, and to perform itsobligations under, this Agreement and each other GE Operative Agreement to which it is a party.          (c) The execution and delivery of this Agreement and each other GE Operative Agreement towhich it is a party, and the consummation of the transactions contemplated hereby and thereby, havebeen duly authorized by all necessary action on the part of GECITS.          (d) This Agreement and each other GE Operative Agreement to which GECITS is a party constitutethe legal, valid and binding obligation of GECITS, enforceable against it in accordance with theirrespective terms, except as enforcement thereof may be limited by the Bankruptcy Exception.          (e) None of the execution and delivery by GECITS of this Agreement or any other GE OperativeAgreement to which it is a party, the compliance by GECITS with the terms and provisions hereof andthereof, or the consummation by GECITS of the transactions contemplated hereby and thereby, willconflict with, constitute a default under or result in a breach of any of the terms, conditions orprovisions of or create a right of termination or cancellation under (i) the certificate ofincorporation or by-laws of GECITS, (ii) any Law to which GECITS, any of its Subsidiaries or any oftheir respective Properties are subject or (iii) any indenture, loan agreement, mortgage, deed oftrust or other agreement or instrument to which GECITS or any of its Subsidiaries is a party orwhich is binding on any of their respective Properties, except, in the case of this clause (iii),for such conflicts, breaches or defaults as shall not, individually or in the aggregate, have a GEMaterial Adverse Effect.          (f) There are no civil, criminal or administrative Actions pending (including anycounterclaims) or, to GECITS’ knowledge, threatened, against GECITS which if adversely determinedagainst GECITS would reasonably be likely to have a GE Material Adverse Effect.          (g) The execution and delivery by GECITS of this Agreement and each other GE OperativeAgreement to which it is a party and the consummation by GECITS of the transactions contemplatedhereby or thereby, will neither require any notices, reports or other filings to be made by GECITSwith, nor require any consents, licenses, permits, authorizations or approvals from, (i) anyGovernmental Entity or (ii) any other Person, other than (A) those already obtained, given,effected or taken prior to the date hereof, in the case of clauses (i) and
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(ii) above and (B) those the failure of which to obtain or make would not reasonably beexpected to have a GE Material Adverse Effect, in the case of clause (ii).          (h) Each of GE and GECITS has entered into such agreements with VFS Macon as are necessary tosecure the services and performance of VFS Macon employees under this Agreement.          8.5. Covenants of GE and GECITS. Each of GE and GECITS hereby covenants to IKON andits successors and assigns that throughout the term of this Agreement:          (a) GECITS shall comply in all respects with all of its agreements or commitments withObligors, in its capacity as equipment lessor, under or relating to each Originated FinancingContract, IKON Originated Financing Contract and SLG Financing Contract; provided that inno event shall GECITS be deemed to have any obligations whatsoever in respect of the EquipmentService Obligations thereunder (which the parties hereby agree, for the avoidance of doubt, shallbe the sole and exclusive obligations of IKON).          (b) Each GE Party shall comply with all acts, rules, regulations, orders, decrees anddirections of any Governmental Entity applicable to it, including in connection with provision offinancing for Equipment under the Program.          (c) GECITS shall timely remit to the appropriate taxing authority all property taxes assessedor imposed after the applicable Transfer Date with respect to any Equipment subject or related toany Originated Financing Contract, IKON Originated Financing Contract, SLG Financing Contract orProgram Financing Stream. In the event that any bill for any property taxes required to beremitted by GECITS pursuant to this Section 8.5(c) is received by IKON, IKON shall promptlydeliver such bill to GECITS.          (d) None of GE, GECITS or VFS Macon shall authorize, assign or require any Financial SalesSpecialist or functional equivalent employed by any of them in connection with the Program (each,an “FSS”) to perform any comparable role for GECITS, VFS Macon or the GE Commercial Financebusiness unit of GE, in connection with any vendor financing program between GECITS, VFS Macon orthe GE Commercial Finance business unit of GE, and any Person set forth on Annex E at anytime any such employee is both (i) engaged as an FSS and (ii) either collocated (whether on afull-time or part-time basis) with IKON at an IKON facility or temporarily on any IKON facilitypremises (provided that the premises subleased by GE from IKON located in Macon, Georgia shall notbe deemed to constitute an IKON facility).          (e) GECITS shall service, administer and collect the Purchased Personal Property TaxReceivables on a basis that does not discriminate (on an aggregate basis) among Program FinancingContracts and Program Stream Financings, on the one hand, and Purchased Personal Property TaxReceivables, on the other hand.
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**ARTICLE 9.****REMEDIES**          9.1. IKON Indemnities. IKON shall indemnify and hold harmless each GE Party, itsAffiliates and each of their respective employees, officers, directors and agents, from and againstany and all Damages suffered or incurred by any of them resulting from, arising out of or inconnection with (a) any breach by IKON of any of its representations or warranties hereunder orunder any other IKON Operative Agreement, (b) any failure by IKON to perform any covenant,agreement or obligation to be performed by IKON pursuant to this Agreement or any other IKONOperative Agreement, (c) any failure by IKON to comply with applicable bulk sale or bulk transferLaws or similar Laws and regulations in connection with the transactions contemplated by thisAgreement, (d) the use by IKON of, or (except in the case of willful misconduct by GE) the relianceby IKON on, any credit, financial or other information obtained or prepared by GE in connectionwith the credit review of any Application or proposed Originated Financing Contract, IKONOriginated Financing Contract, SLG Financing Contract or Program Stream Financing and delivered toIKON pursuant to Section 5.5(d), or (e) any Financing Contract requested by IKON to beexecuted by GE and transferred to IKON pursuant to the provisions of Section 5.12;provided that Section 6.1(b) and 6.1(d) shall be the sole remedy for GE andGECITS for Damages (other than Damages to GE or GECITS arising in connection with any Third PartyAction) represented by the failure of any Obligor to make one or more payments under a ProgramFinancing Contract or with respect to a Program FM Stream Financing or Program EM Stream Financing(as applicable) as a consequence of an IKON Servicing Breach.          9.2. GE Indemnities. GE and GECITS shall indemnify and hold harmless IKON, itsAffiliates and each of their respective employees, officers, directors and agents, from and againstany and all Damages suffered or incurred by any of them resulting from, arising out of or inconnection with (a) any breach by any GE Party of any of its representations or warrantieshereunder or under any other GE Operative Agreement, (b) any failure by any GE Party to perform anycovenant, agreement or obligation to be performed by it pursuant to this Agreement or any other GEOperative Agreement or (c) any failure by GECITS to comply with applicable bulk sale or bulktransfer Laws or similar Laws and regulations in connection with any transfer by GECITS of ProgramFinancing Contracts and Program Stream Financings to IKON pursuant to this Agreement.          9.3. Indemnification Procedure for Third Party Actions. For the purposes ofadministering the indemnification provisions of Sections 9.1 and 9.2, the followingprocedures shall apply to Third Party Actions following the Original Effective Date:          (a) An Indemnitee shall notify the Indemnitor in writing within 30 days following the receiptof notice of any Third Party Action against such Indemnitee that gives rise to a claim forindemnity pursuant to Section 9.1 or 9.2 (any 30-day notification requirement shallbegin to run, in the case of a Third Party Action which is amended so as to give rise to an eventfor which indemnification may be sought under this Agreement, from the first day such Indemniteereceives notice that such Third Party Action is amended to include any claim for
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which indemnity may be sought pursuant to Section 9.1 or 9.2), such noticeshall describe in reasonable detail the basis of such Third Party Action. The failure to givenotice as required by this Section 9.3(a) in a timely fashion shall not result in a waiverof any right to indemnification hereunder except to the extent the Indemnitor’s ability to defendagainst such Third Party Action is materially and adversely affected by the failure of theIndemnitee to give notice in a timely fashion as required by this Section 9.3(a).          (b) The Indemnitor shall be entitled (but not obligated) to assume the defense or settlementof any such Third Party Action, or to participate in any negotiations or proceedings to settle orotherwise eliminate any such Third Party Action, if it shall provide the Indemnitee a writtenacknowledgement of its liability for the indemnity against Damages relating to such Third PartyAction. If the Indemnitor assumes any such defense or settlement or any such negotiations, itshall pursue such defense, settlement or negotiations in good faith. If the Indemnitor fails toelect in writing within 15 Business Days of the notification referred to above to assume thedefense, the Indemnitee may engage counsel to defend, settle or otherwise dispose of such ThirdParty Action which counsel shall be reasonably satisfactory to the Indemnitor; provided,however, that the Indemnitee shall not settle or compromise any such Third Party Actionwithout the prior written consent or agreement of the Indemnitor (which consent shall not beunreasonably withheld or delayed).          (c) In cases where the Indemnitor has assumed the defense or settlement with respect to aThird Party Action, the Indemnitor shall be entitled to assume the defense or settlement thereofwith counsel of its own choosing; provided, however, that: (A) the Indemnitee (andits counsel) shall be entitled to continue to participate at its own cost (except as providedbelow) in such Third Party Action and to participate in any negotiations or proceedings to settleor otherwise eliminate, any such Third Party Action; (B) the Indemnitor shall not be entitled tosettle or compromise any such Third Party Action without the prior written consent or agreement ofthe Indemnitee (which consent shall not be unreasonably withheld or delayed); provided,further, that if and only if such consent is withheld and the settlement or compromiseinvolves only the payment of monetary damages and provides an unconditional release of theIndemnitee, the Indemnitor’s liability shall be limited to the amount for which the Indemnitoragreed with the claimant to settle and the Indemnitor shall remain responsible for its costs andattorneys’ fees to the date such settlement was rejected by the Indemnitee and the Indemnitee shallbe responsible for the attorneys’ fees and disbursements in respect of such claim thereafter; and(C) after written notice by the Indemnitor to the Indemnitee (as provided above) of its election toassume control of the defense or settlement of any claim, the Indemnitor shall not be liable tosuch Indemnitee hereunder for any attorneys’ fees and disbursements subsequently incurred by suchIndemnitee in connection therewith (except as provided below).          (d) In the event indemnification is requested, the relevant Indemnitor, its representativesand agents shall have access to the premises, books and records of the Indemnitee or partiesseeking such indemnification and their Affiliates to the extent reasonably necessary to assist itin defending or settling any such Third Party Action; provided, however, that suchaccess shall be conducted in such manner as not to interfere unreasonably with the operation of thebusiness of the Indemnitee or Indemnitees. Except as reasonably necessary to assist it indefending or settling such Third Party Action, the Indemnitee shall not be required to disclose
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any information with respect to itself or any of its Affiliates (or former Affiliates), andthe Indemnitee shall not be required to participate in the defense of any claim to be indemnifiedhereunder (except as otherwise expressly set forth herein), unless otherwise reasonably required ornecessary in the defense of any claim to be indemnified hereunder. Notwithstanding anything inthis Agreement to the contrary, in no event shall any Indemnitee be obligated to make anydisclosure, or to take or refrain from taking any action that in its reasonable judgment, couldprejudice its position or waive any privilege in respect of any claim for indemnification againstthe Indemnitor pursuant to this Section 9.3. All costs and expenses incurred by anIndemnitee in connection with any access or cooperation requested by the Indemnitor shall be borneby the Indemnitor. GE, GECITS and IKON shall reasonably cooperate to attempt to resolve ormitigate Damages with respect to any such Third Party Action; provided, however,that in no event shall a party’s compliance with the foregoing obligation to reasonably cooperatebe a basis for any claim that any such party shall have waived, limited, relinquished or otherwiseimpaired, any rights such party may have pursuant to this Agreement or be raised as a defense toany such rights.          (e) In the event the Indemnitor shall request that an Indemnitee participate in the defense orsettlement of an Indemnification Event, the Indemnitor shall pay the costs incurred by theIndemnitee.          (f) All indemnities and obligations under this Article 9 shall survive the expirationor termination of this Agreement and the expiration or termination of any Program FinancingContract or Program Stream Financing Agreement until the expiration of the statute of limitationsapplicable to the matter for which indemnity is sought, and shall be payable promptly uponpresentation of an invoice from the indemnified party therefor.          9.4. Purchase of Program Financing Contracts, Program Stream Financings and Equipment.In the event of a material breach by IKON of any representation, warranty or covenant set forth inSections 8.2, 8.3(c) or 8.3(i) relating to an event or circumstanceaffecting a particular Program Financing Contract, Program Stream Financing, Purchased PersonalProperty Tax Receivable or Equipment subject or related to any such Program Financing Contract orProgram Stream Financing, GE or GECITS may give written notice to IKON specifying the nature ofsuch breach in reasonable detail, and if within thirty (30) days after IKON’s receipt of suchnotice, IKON has not cured or caused to be cured such breach, then without limiting or otherwisewaiving any of its other rights or remedies as may be available in law or in equity includingclaims for Damages arising in connection with any Third Party Action or, GE or GECITS may requireIKON to purchase (and IKON shall purchase) (x) such Program Financing Contract or Program StreamFinancing (as applicable) and any related Equipment at a price equal to the Net Book Value thereof,and/or (y) such Purchased Personal Property Tax Receivable at a price equal to the Repurchase Pricethereof (as applicable), in each case, as of the date of such notice. Upon receipt of such amount,GECITS shall transfer the applicable Program Financing Contract or Program Stream Financing and anyEquipment subject thereto or the Purchased Personal Property Tax Receivable, to IKON on an “AS-IS,WHERE-IS” basis, without any representation or warranty whatsoever (other than Agreed Warrantieswith respect thereto). Any such repurchase shall occur on a date specified by GE or GECITS, whichdate shall not be less than three (3) nor more than thirty (30) days after the expiration of such30-day period.
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          9.5. Personal Property Tax Reimbursement. In the event that, at any time after theOriginal Effective Date, GECITS shall be required to remit to any applicable Governmental Entity,any payments in respect of property taxes (a) (i) due in respect of Equipment subject to aPurchased Financing Contract or Program Facilities Management Agreement, the Program FM StreamFinancing in respect of which was purchased by GECITS pursuant to the Asset Purchase Agreementthat, as of the Original Effective Date, constitutes a Property Tax Inclusive Financing Contractand (ii) due in respect of any period after the Original Effective Date and prior to the end of thestated contractual term of such Purchased Financing Contract or Program Facilities ManagementAgreement (as applicable) or (b)(i) due in respect of Equipment subject to an Acquired FinancingContract that, as of the Amendment Effective Date, constitutes a Property Tax Inclusive FinancingContract and (ii) due in respect of any period after the date hereof and prior to the end of thestated contractual term of such Acquired Financing Contract, then promptly (and in no event laterthan ten (10) Business Days) following receipt by IKON of written notice from GE or GECITS of suchpayment, IKON shall remit to GECITS the full amounts of any such payments so paid by GECITS. Theprovisions of this Section 9.5 shall supersede, in its entirety, the provisions of Section9.5 of the Existing Program Agreement.          9.6. Right of Offset. GE and GECITS shall have the right to offset, as against anyamounts owed by it to IKON under this Agreement, any collections that GE, GECITS or an ABS Entitywould have received under the Securitization Documents prior to the Amendment Effective Date butfor the application (pursuant to the “Shared Collections” provisions of the SecuritizationDocuments) of such collections to pay amounts owing under the Non-Purchased SecuritizationDocuments.          9.7. Loss Allocation. Without limiting the rights and obligations of the partiesunder Section 9.1 or 9.4, in the event that GECITS is unable to collect or receiveall or any portion of any Purchased Personal Property Tax Receivable within 270 days after theinvoice due date therefor as a result of the related Obligor’s failure or refusal to pay, then anamount equal to the Repurchase Price for such Purchased Personal Property Tax Receivable shall becharged to IKON via the Dealer Compensation Report (and IKON shall pay such amount to GECITS),consistent with GECITS’ and IKON’s past practice; provided, however, that GECITSwill not be obligated to wait for the 270 day period to expire (i) in the event of an upgrade orother termination of any Program Financing Contract or Program Stream Financing Agreement pursuantto Section 6.3, (ii) in the event a Program Financing Contract or Program Stream FinancingAgreement becomes a Written-Off Financing Contract, or (iii) with respect to any IKON request toeliminate any Purchased Personal Property Tax Receivable from a customer’s account, whichterminations and eliminations (in the case of clauses (i) and (iii)) shall be processed through theDealer Compensation Report to IKON.          9.8. Limitation on Damages. No party shall be liable for any Special Damages, for anyreason whatsoever, in connection with this Agreement (including pursuant to this Article9); provided that (i) the non-payment by Obligors (A) under any Program FinancingContract of any amounts under and in accordance with any Program Financing Contract or (B) of (1)any Purchased Property Tax Receivable or (2) any Program Stream Financing Payment or other amountspayable under any Program Stream Financing Agreement, shall in no event constitute Special Damagesand (ii) any Special Damages required, as a result of a breach by a
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party hereto of this Agreement, to be paid by the other party to this Agreement to any Person(other than to a party to this Agreement or any of its Affiliates) pursuant to a final judgment ororder arising out of an action or proceeding by such Person shall be deemed to be direct damages tothe party required to pay such Special Damages and shall constitute indemnifiable Damages underthis Agreement.**ARTICLE 10.****FEES; OTHER AGREEMENTS; LOSS POOL**          10.1. Origination Fees. (a) GECITS shall pay to IKON, within five (5) Business Daysafter the end of each week during the Term (commencing after the date hereof), the Base OriginationFee for all Originated Financing Contracts entered into and for all SLG Financing Contracts, IKONOriginated Financing Contracts, Program FM Stream Financings and Program EM Stream Financingsfunded by GECITS during such week.          (b) GECITS shall pay to IKON, within ten (10) Business Days after the end of each calendarmonth during the initial five (5) years of the Program (so long as such calendar month occursduring the Term), the difference of (i) the Volume Origination Fee for the cumulative Funded Volume(for the period from the Original Effective Date through the end of such month) minus (ii)the Volume Origination Fee theretofore paid by GECITS in respect of all prior months;provided that the cumulative Volume Origination Fee with respect to Funded Volume throughthe end of such calendar month shall in no event exceed the product of (x) $4,222,500multipliedby (y) the number of months during the Term that have elapsed throughthe end of such calendar month.          (c) If the cumulative Funded Volume for the initial five (5) years of the Program is greaterthan $5 Billion, and the Funded Volume in one or more Program Years during the initial five (5)years of the Program is greater than $1.9 Billion, then GECITS shall, for each such Program Year inwhich Funded Volume is greater than $1.9 Billion, pay to IKON within ten (10) Business Days afterthe fifth anniversary of the Original Effective Date, the product of (i) 0.35% multipliedby (ii) the amount of such Funded Volume in excess of $1.9 Billion for such Program Year.          10.2. Other Agreements. The provisions of Section 1 of Schedule 1 arehereby incorporated by reference in their entirety.          10.3. Rejected Application Fee. If, during any Program Year, the aggregate salesprice of the Equipment subject to Rejected Eligible Financing Contracts syndicated by IKON to anyof Citibank N.A., De Lage Landen International B.V. or Wells Fargo & Company (or any Subsidiary ofthe ultimate parent company of any thereof) during such Program Year exceeds $25 Million, thenpromptly after notice by IKON to GE of the syndication of any such Rejected Eligible FinancingContract the aggregate sales price of the Equipment subject thereto (when taken together with theaggregate sales price with respect to Equipment subject to all Rejected Eligible FinancingContracts syndicated during such Program Year) shall exceed $25 Million (which notice shall beaccompanied by any supporting documentation reasonably
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requested by GE or GECITS), GECITS shall pay to IKON, on a weekly basis, a fee in respect ofsuch Rejected Eligible Financing Contract equal to the positive difference (if any) of (a) the BaseOrigination Fee that would have been payable by GECITS if the related Rejected Eligible FinancingContract had been accepted for funding under the Program minus (b) the origination,syndication or other fee paid (or payable) to any IKON Company in respect of such syndication;provided that in no event shall the fee payable by GECITS in respect of any such RejectedEligible Financing Contract exceed one-third of the Base Origination Fee that would have beenpayable by GECITS if the related Rejected Eligible Financing Contract had been accepted for fundingunder the Program. In connection with any syndication of a proposed Rejected Eligible FinancingContract, IKON shall seek to obtain a market-based origination, syndication or similar fee inrespect thereof.          10.4. [INTENTIONALLY OMITTED.]          10.5. [INTENTIONALLY OMITTED].          10.6. Loss Pool. (a) On Original Effective Date there was established a notional losspool in an amount equal to the sum of (x) $10 Million (which amount was intended to address IKON’sconcerns with respect to unforeseen economic conditions and/or uncertainty with respect to theorder in which losses shall be realized with respect to the Closing Date IKON Retained FinancingContracts, as compared to the Purchased Financing Contracts) plus (y) the reserve forlease/loan loss or lease/loan default set forth on the Final Adjusted Closing Date Schedule inaccordance with the section of the Accounting Principles (each as defined in the Asset PurchaseAgreement) headed “Lease Default Reserves”. There shall be applied against (so as to reduce) suchnotional loss pool written-off amounts associated with (i) the Financing Contracts in the RetainedPortfolio (but only to the extent in existence on the Original Effective Date) that shall not have,as of the Original Effective Date, either reached the end of their contractually stated term orbeen written-off (each, a “Closing Date IKON Retained Financing Contract”) and (ii) (A)Purchased Financing Contracts, (B) from and after the Amendment Effective Date, Acquired FinancingContracts and (C) Program FM Stream Financings purchased (directly or indirectly) by GECITS fromIKON pursuant to the Asset Purchase Agreement. IKON shall be required to sell to GECITS (on an“AS-IS, WHERE-IS” basis without representation or warranty other than Agreed Warranties), andGECITS shall be required to purchase from IKON, any such Closing Date IKON Retained FinancingContracts and the Equipment subject thereto (to the extent not otherwise sold pursuant to the 2006Purchase Agreement) at the IKON Net Book Value thereof at the time of such purchase if (i) theamounts under such Financing Contract are then eligible for write-off under the write-off policyattached as Exhibit G hereto and (ii) the notional loss pool balance then exceeds theaggregate amount of the IKON Net Book Value in respect thereof at such time. Except as otherwiserequired pursuant to the terms of any Subservicing Agreement or any of the SecuritizationDocuments, recoveries in respect of written-off Purchased Financing Contracts, Acquired FinancingContracts, Program FM Financing Streams purchased by GECITS pursuant to the Asset PurchaseAgreement and purchased Closing Date IKON Retained Financing Contracts (and the Equipment subjectthereto) shall be applied as provided in Section 1 of Schedule 1.
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          (b) This Section 10.6 shall have no further force and effect upon any termination orexpiration of the Term and purchase by IKON of GECITS’ interests in the Program FinancingContracts, Program Stream Financings and ABS Entities.          10.7. Other Agreements. The provisions of Section 2 of Schedule 1 arehereby incorporated by reference in their entirety.**ARTICLE 11.****TERM AND TERMINATION**          11.1. Term of Agreement. The Program shall have a five (5) year initial termcommencing on the Original Effective Date, which term shall automatically renew at the end of suchinitial term for a further three (3) or five (5) year renewal term (at IKON’s election, to beexercised not later than one year prior to the end of the initial Term) unless IKON provides to GEat least one (1) year’s prior written notice of its intent to terminate the Program at the end ofthe initial term (the initial five (5) year term, as it may be extended as provided above and/orterminated pursuant to Section 11.2, the “Term”). In the event that IKON does notelect to terminate the term of the Program at the end of the initial five (5) year term (and,consequently, the Term continues beyond such initial five-year period without having been earlierterminated), GE shall pay to IKON a renewal fee equal to $6 Million on the first Business Day ofthe renewal term.          11.2. Termination Rights.          (a) GE Termination Rights. GE shall have the right to terminate the Program andGECITS’ obligation to fund future volume prior to the end of the Term upon the occurrence andduring the continuance of any of the following events (each, a “GE Termination Event”):               (i) Material Adverse Change of IKON, which means the occurrence of any of the following:                    (A) The occurrence of any default (after giving effect to any applicable notice or cureperiods) or event of default under any indebtedness of IKON (or any other IKON Company) forborrowed money (or any indebtedness for borrowed money guaranteed by IKON or any other IKONCompany) in excess of $15,000,000 in the aggregate, or                    (B) The occurrence of a Bankruptcy Event with respect to IKON.               (ii) Material, willful and bad faith breach by IKON of any of Sections 3.2,3.3 or 6.2 of this Agreement, which breach, if curable, is not cured within sixty(60) days’ written notice thereof from GE, specifying the nature of such breach in reasonabledetail.               (iii) Material breach by IKON (other than any breach of the type described in Section11.2(a)(ii) above) (A) of any of Sections 3.2, 3.3 or 6.2 of thisAgreement or
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(B) of material payment obligations of any IKON Company under any of the documentation to beentered into in connection with the Program (other than as a result of a good faith dispute by IKONwith respect thereto), in each case, which breach, if curable, is not cured within sixty (60) days’written notice thereof from GE, specifying the nature of such breach in reasonable detail.          (b) IKON Termination Right. IKON shall have the right to terminate the Program andGE’s or GECITS’ right of first opportunity prior to the end of the Term upon the occurrence andduring the continuance of any of the following events (each an “IKON Termination Event”):               (i) Material, willful and bad faith breach by a GE Party of any of Sections 4.1,4.2, 4.3, 5.3 or 6.3(a) of this Agreement, which breach, ifcurable, is not cured within sixty (60) days’ written notice thereof from IKON, specifying thenature of such breach in reasonable detail.               (ii) Material breach by a GE Party (other than any breach of the type described in Section11.2(b)(i) above) (A) of any of Sections 4.1, 4.2, 4.3, 5.3 or6.3(a) of this Agreement or (B) of material payment obligations of GE under any of thedocumentation to be entered into in connection with the Program (other than as a result of a goodfaith dispute by GE with respect thereto), in each case, which breach, if curable, is not curedwithin sixty (60) days’ written notice thereof from IKON, specifying the nature of such breach inreasonable detail.               (iii) A Credit Review Turnaround Failure or a Document Review Turnaround Failure.          11.3. Consequences of Termination.          (a) Upon the termination of the Term, pursuant to Section 11.2(b), as a consequence ofthe occurrence of an IKON Termination Event, IKON (or a Person designated by IKON) shall beentitled to purchase or cause a third party to purchase all, but not less than all, of GECITS’interest in each of (i) the Program Financing Contracts and Program Stream Financings then directlyheld by GECITS and the related Equipment for a purchase price equal to the quotient obtained bydividing (x) the sum of the aggregate Net Book Values of all such Program Financing Contracts andProgram Stream Financings at the time of such purchase plus the aggregate Net EconomicValues of all such Program Financing Contracts and Program Stream Financings at the time of suchpurchase by (y) two (2), (ii) the ABS Entities for a purchase price, without double counting any ofthe amounts contained in clause (i) above, computed in the same manner as the value of the equityof the ABS Entities and their related assets are determined under the Asset Purchase Agreement forpurposes of determining the Final Adjusted Closing Date Schedule, except that the FinancingContracts (and related Equipment) held by the ABS Entities shall be valued at an amount equal tothe quotient obtained by dividing (x) the sum of the aggregate Net Book Values of all suchFinancing Contracts at the time of such purchase plus the aggregate Net Economic Values ofall such Financing Contracts at the time of such purchase by (y) two (2) and (iii) the PurchasedPersonal Property Tax Receivables for a purchase price equal to the aggregate Repurchase Price inrespect thereof at the time of such purchase.
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                    (A) In the event that IKON purchases (or causes another Person to purchase) the ProgramFinancing Contracts, Program Stream Financings and ABS Entities held by GECITS as provided in thisSection 11.3(a), (1) IKON and GE shall be required to execute such amendments to theSecuritization Documents and take such other actions as shall be required to cause IKON or one ofits Subsidiaries to be substituted for GE as servicer under such Securitization Documents, (2) GEshall be required to deliver to IKON true and complete copies of all of the SecuritizationDocuments (and all amendments, modifications and waivers thereto) entered into by GE at any timeafter the Original Effective Date and (3) GE shall be required to reimburse IKON for all reasonableout-of-pocket costs incurred by IKON in connection with such substitution of servicer.                    (B) In addition (and irrespective of whether IKON purchases the Program Financing Contracts,Program Stream Financings, Purchased Personal Property Tax Receivables and ABS Entities as providedin this Section 11.3(a)), (1) GE shall be required to continue to provide services to IKONwith respect to IKON’s Retained Portfolio on the terms set forth in the Servicing Agreement untilsuch time as IKON has notified GE that it has engaged a third party to provide such services forIKON; provided, that in no event shall GE be required to continue to provide such servicesto IKON for a period longer than one (1) year following the date of termination of the Program, and(2) IKON shall use all commercially reasonable efforts, following a termination of the Program as aresult of an IKON Termination Event, to engage a third party to provide such services to IKON withrespect to IKON’s Retained Portfolio.                    (C) In the event that the Program is terminated by IKON, pursuant to Section 11.2(b),as a result of the occurrence of an IKON Termination Event, IKON shall be entitled to payment by GEof (and GE shall be required to pay to IKON within ten (10) Business Days after such termination ofthe Program) the Program Termination Fee.          (b) At the end of the Term, other than as a consequence of a GE Termination Event or an IKONTermination Event pursuant to Section 11.2(a) or 11.2(b) respectively:               (i) GE shall be required to continue to provide services with respect to IKON’s RetainedPortfolio on the terms set forth in the Servicing Agreement until such time as IKON has notified GEthat it has engaged a third party to provide such services for IKON; provided, that in noevent shall GE be required to continue to provide such services to IKON for a period longer thanone (1) year following the date of termination of the Program,               (ii) IKON shall use all commercially reasonable efforts, following the expiration of the Term,to engage a third party to provide such services to IKON with respect to IKON’s Retained Portfolio,and               (iii) IKON shall be required to reimburse GE for all severance, facility, wind-down andsimilar costs incurred by GE, VFS Macon or any of their Affiliates in connection with the wind-downof the Program operations during the one-year period following such termination of the Term.
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          (c) Upon the termination of the Term, pursuant to Section 11.2(a), as a consequence ofthe occurrence of a GE Termination Event:               (i) IKON shall be required to reimburse GE for all severance, facility, wind-down and similarcosts incurred by GE, VFS Macon or any of their Affiliates in connection with the wind-down of theProgram operations during the one-year period following such termination of the Term.               (ii) (A) GE shall be required to continue to provide services with respect to IKON’s RetainedPortfolio on the terms set forth in the Servicing Agreement until such time as IKON has notified GEthat it has engaged a third party to provide such services for IKON; provided, that in noevent shall GE be required to continue to provide such services to IKON for a period longer thanone (1) year following the date of termination of the Program and (B) IKON shall use allcommercially reasonable efforts, following the termination of the Program as a consequence of a GETermination Event, to engage a third party to provide such services to IKON with respect to IKON’sRetained Portfolio.               (iii) GE shall be entitled to payment by IKON of (and IKON shall be required to pay to GEwithin ten (10) Business Days after such termination of the Program) the Program Termination Fee.          (d) If IKON elects to purchase the Program Financing Contracts, Program Stream Financings,Purchased Personal Property Tax Receivables and ABS Entities from GECITS pursuant to Sections11.3(a) above, then:               (i) IKON shall provide written notice to GE of such election within 90 days of the effectivedate of such termination of the Term, setting forth a date for such purchase, which date shall notbe less than ten (10) nor more than fifteen (15) Business Days after GE’s receipt of such notice.               (ii) On the date specified in the notice referred to in Section 11.3(d)(i), (A) IKONshall purchase from GECITS (by transferring to GECITS, in immediately available funds, all amountsrequired to be paid by it pursuant to Section 11.3(a) above) and (B) GECITS shall sell,transfer and assign to IKON, and IKON shall purchase from GECITS, all such Program FinancingContracts, Program Stream Financings, Purchased Personal Property Tax Receivables, equity interestsin the ABS Entities and all related Equipment on an “AS-IS, WHERE-IS” basis, without recourse,representation or warranty of any kind, other than Agreed Warranties.          (e) Notwithstanding any of the foregoing, the rights and obligations of IKON, GE and GECITSdescribed in Sections 5.2, 5.3, 5.7(a)(iv), 5.13(e),6.1(b), 6.1(d), 6.1(f), 6.2, 6.3(a)(ii), 8.3(a),8.3(e), 8.5(a), 8.5(c), Article 9, Section 10.2 (solely tothe extent applicable to Sections 1(a), 1(b) and 1(c) of Schedule1), 10.4 and Sections 1(a), 1(b) and (c) of Schedule 1shall survive any termination of the Program under this Article 11, unless IKON (or anentity designated by IKON) elects to and does purchase all of the Program Financing Contracts,
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Program Stream Financings, Purchased Personal Property Tax Receivables and equity interests inthe ABS Entities from GECITS pursuant to the purchase options described in Section 11.3.          (f) Upon the termination of the Program for any of the reasons provided above and the purchaseby IKON (or a third party) of all of the Program Financing Contracts, Program Stream Financings,Purchased Personal Property Tax Receivables and interests in the ABS Entities held by GECITS, IKONshall have the right to cause GE and GECITS to provide to IKON, for a reasonable fee to be agreedby GE and IKON, (i) the necessary information, files, records and electronic data feeds totransition the servicing of such Program Financing Contracts, Purchased Personal Property TaxReceivables and Program Stream Financings to IKON’s platform, and (ii) a continuation of theservicing of such Program Financing Contracts, Purchased Personal Property Tax Receivables andProgram Stream Financings, in each case, pursuant to a transition services agreement mutuallyacceptable to IKON and GE. In no event shall GE be required to perform for IKON any servicespursuant to such transition services agreement for a period longer than one (1) year (it beingagreed that if IKON shall terminate GE’s servicing of the Program Financing Contracts prior to theend of such one year period, GE shall not be required to continue to provide services to IKON withrespect to the IKON Retained Portfolio pursuant to Section 11.3(a)(B), 11.3(b)(i)or 11.3(c)(iii) beyond such earlier termination date.**ARTICLE 12.****MISCELLANEOUS**          12.1. Confidentiality. (a) Any non-public and proprietary business strategies orbusiness plans of any IKON Company that is identified by IKON as confidential or proprietary innature (whether oral, written or otherwise) and provided by IKON or any of its Affiliates orrepresentatives to GE in connection with the Program (and any analyses, notes, compilations orother information incorporating such information), and any non-public and proprietary businessstrategies or business plans of GE or any of its Affiliates that is identified by GE asconfidential or proprietary in nature (whether oral, written or otherwise) and provided to IKON orany of its Affiliates or representatives (and any analyses, notes, compilations or otherinformation incorporating such information) (such confidential or proprietary information of aparty is referred to as such party’s “Confidential Information”), shall be held inconfidence by the receiving party to at least the same extent that and in at least the same manneras such receiving party protects its own confidential or proprietary information, but in any eventto an extent and in a manner that is at least commercially reasonable. A receiving party shallnot, without the other party’s prior written approval, (x) disclose Confidential Information of theother party to any other Person or (y) use Confidential Information for any purpose whatsoever,other that in connection with the Program and the transactions contemplated thereby.Notwithstanding the foregoing, Confidential Information may be disclosed: (i) to GE’s and itsAffiliates’ or IKON’s or its Subsidiaries’ respective directors, officers, employees,representatives, accountants, counsel or special counsel who the receiving party determines shouldknow or have access to such information and who have been instructed or have a duty to keep suchinformation confidential in accordance with the terms hereof; (ii) to the extent that suchdisclosure is reasonably necessary to permit the receiving party to perform its duties and itsobligations under this Agreement or any GE Operative Agreement or IKON Operative Agreement (asapplicable);
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(iii) to such other Persons who are reasonably deemed necessary by GE and IKON, as the casemay be, in connection with the enforcement of their rights under this Agreement or any GE OperativeAgreement or IKON Operative Agreement (as applicable); (iv) by GE or its Affiliates (A) topotential investors, purchasers or financing sources in connection with any actual or proposed saleor syndication of a Program Financing Contract or Program Financing Stream or any participation orinterest therein or (B) to the extent required or appropriate to be disclosed in response to areasonable request by rating agencies or underwriters in connection with financing transactionsundertaken by GE or its Affiliates, who agree or are under a duty to hold such informationconfidential in accordance with the terms hereof; (v) by IKON or its Subsidiaries to the extentrequired or appropriate to be disclosed in response to a reasonable request by rating agencies orunderwriters in connection with financing transactions undertaken by IKON or its Subsidiaries (asborrower or obligor), who agree or are under a duty to hold such information confidential inaccordance with the terms hereof; and (vi) to the extent required pursuant to applicable Law or byany Governmental Entity (including, but not limited to, the Internal Revenue Service, state taxingauthorities, the Commission or federal or state judicial authorities); provided that if areceiving party becomes obligated pursuant to any Order or subpoena to disclose any ConfidentialInformation of the other party, then the receiving party shall promptly provide the other partywith written notice thereof (including the circumstances relating to such obligation and theinformation sought to be disclosed) so as to permit the other party (at its sole discretion) seek aprotective order or other appropriate remedy, and the receiving party shall cooperate reasonablywith the other party in its efforts in connection therewith.          (b) The provisions of Section 12.1(a) shall not apply to any information which (i) isor becomes available to the public other than as a result of a breach by a receiving party or anyof its Affiliates of the provisions of this Section 12.1; (ii) was known to the receivingparty on a non-confidential basis prior to the time the receiving party obtained such informationfrom the other party, and such knowledge was obtained by the receiving party from sources that arenot known to the receiving party to be in violation of any legal or contractual obligation to thedisclosing party by disclosing such information to the receiving party (a “PermittedSource”); (iii) becomes available to the receiving party on a non-confidential basis from asource, other than the other party or its Affiliates, that is a Permitted Source; or (iv) isindependently developed by the receiving party without violating any obligation under thisSection 12.1.          (c) In addition, GE and GECITS further agree not to disclose to any Person set forth onAnnex E (or any person which GE knows to be a Subsidiary or Affiliate thereof) (i) anyinformation provided to them by IKON or another IKON Company (whether electronically or in writing)in the form of customer lists of IKON, IKON customer business plans or strategies, proprietarypricing information or plans, or strategic alliance or joint venture agreements or (ii) anyanalyses, notes, compilations or other information of GE or GECITS incorporating any of theinformation referred to in clause (i) above. Any information of the type described in clause (i)or (ii) above shall be treated as Confidential Information for purposes of the last sentence ofSection 12.1(a) and for purposes of Section 12.1(b).          (d) The agreements set forth in this Section 12.1 shall survive the expiration ortermination of the Term for a period of two (2) years.
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          12.2. Amendments. This Agreement may be amended, modified, superseded or canceled,and any of the terms, covenants, representations, warranties or conditions hereof may be waived,only by an instrument in writing signed by each of the parties hereto or, in the case of a waiver,by or on behalf of the party waiving compliance.          12.3. Integrated Contract. Except for the Confidentiality Agreement, the ServicingAgreement, the Services Agreement, the Subservicing Agreements, the Trademark License Agreement,the Federal Assignment Agreement and the Marketplace Servicing Agreement, this Agreement, and anywritten amendments to this Agreement satisfying the requirements of Section 12.2: (i)constitute the entire agreement between IKON, GE and GECITS with respect to the subject matterhereof or thereof, and (ii) supersede and replace all correspondence, understandings andcommunications between the parties hereto with respect to the transactions contemplated by thisAgreement.          12.4. Governing Law. This Agreement and the legal relations between the partieshereto arising hereunder shall be governed by and construed in accordance with the Laws of theState of New York, without regard to the principles regarding the choice of Law.          12.5. Notices. Any notices or other communications required or permitted hereundershall be sufficiently given if sent by registered mail or certified mail, postage prepaid, byovernight courier service, or by telecopy or other written form of electronic communication:If to IKON, at:IKON OFFICE SOLUTIONS, INC.