ex10-2.htm


     

    EXHIBIT
      10.2

     

    ============================================================

     

     

    RECEIVABLES
      PURCHASE AGREEMENT

     

     

    among

     

     

    ACCO
      BRANDS RECEIVABLES FUNDING LLC,

     

     

    as
      Seller,

     

     

    ACCO
      BRANDS USA LLC,

     

     

    as
      Servicer,.

     

     

    GOTHAM
      FUNDING CORPORATION,

     

     

    as
      the Purchaser,

     

     

    and

     

     

    THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

     

     

    as
      the Agent,

     

     

     

    Dated
      as of January 9, 2008

     

     

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    TABLE
      OF
      CONTENTS

     

    
      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	 	 
	
                Section
                  1.01. Definitions and Rules of Construction

              	
                1

              
	 	 
	
                ARTICLE
                  II AMOUNTS AND TERMS OF THE PURCHASES

              	
                1

              
	 	 
	
                Section
                  2.01. The Purchase Facility

              	
                1

              
	
                Section
                  2.02. Making the Purchases; Capital Reductions

              	
                2

              
	
                Section
                  2.03. Yield and Fees; Tranche Periods

              	
                3

              
	
                Section
                  2.04. Settlement Procedures

              	
                4

              
	
                Section
                  2.05. Payments and Computations, Etc.

              	
                5

              
	
                Section
                  2.06. Yield Protection

              	
                5

              
	
                Section
                  2.07. Increased Capital

              	
                6

              
	
                Section
                  2.08. Taxes

              	
                6

              
	
                Section
                  2.09. Rights Under Sale Agreement

              	
                8

              
	 	 
	
                ARTICLE
                  III CONDITIONS OF PURCHASES

              	
                9

              
	 	 
	
                Section
                  3.01. Conditions Precedent to Initial Purchase

              	
                9

              
	
                Section
                  3.02. Conditions Precedent to All Purchases

              	
                9

              
	 	 
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES

              	
                9

              
	 	 
	
                Section
                  4.01. Representations and Warranties of the Seller

              	
                10

              
	
                Section
                  4.02. Representations and Warranties of the Servicer

              	
                15

              
	 	 
	
                ARTICLE
                  V GENERAL COVENANTS

              	
                17

              
	 	 
	
                Section
                  5.01. Affirmative Covenants of the Seller and the Servicer

              	
                17

              
	
                Section
                  5.02. Reporting Requirements of the Seller and the
                  Servicer

              	
                20

              
	
                Section
                  5.03. Negative Covenants of the Seller

              	
                22

              
	
                Section
                  5.04. Negative Covenants of the Servicer

              	
                24

              
	 	 
	
                ARTICLE
                  VI ADMINISTRATION OF RECEIVABLES

              	
                25

              
	 	 
	
                Section
                  6.01. Designation of Servicer

              	
                25

              
	
                Section
                  6.02. Duties of the Servicer

              	
                26

              
	
                Section
                  6.03. Rights of the Agent

              	
                27

              
	
                Section
                  6.04. Responsibilities of the Seller

              	
                28

              
	
                Section
                  6.05. Further Action Evidencing Agent’s Interest

              	
                28

              
	 	 
	
                ARTICLE
                  VII EVENTS OF TERMINATION

              	
                29

              
	 	 
	
                Section
                  7.01. Events of Termination

              	
                29

              


      

    

     

     

    
      
        
          
          

        

        
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                ARTICLE
                  VIII INDEMNIFICATION

              	
                32

              
	 	 
	
                Section
                  8.01. Indemnities by the Seller

              	
                32

              
	
                Section
                  8.02. Indemnities by the Servicer

              	
                33

              
	 	 
	
                ARTICLE
                  IX MISCELLANEOUS

              	
                34

              
	 	 
	
                Section
                  9.01. Amendments, Etc.

              	
                34

              
	
                Section
                  9.02. Notices, Etc.

              	
                34

              
	
                Section
                  9.03. No Waiver; Remedies

              	
                34

              
	
                Section
                  9.04. Binding Effect; Assignability

              	
                34

              
	
                Section
                  9.05. GOVERNING LAW

              	
                35

              
	
                Section
                  9.06. Costs and Expenses

              	
                35

              
	
                Section
                  9.07. No Proceedings

              	
                35

              
	
                Section
                  9.08. Execution in Counterparts; Severability

              	
                36

              
	
                Section
                  9.09. Confidentiality

              	
                36

              
	
                Section
                  9.10. Intended Tax Treatment

              	
                36

              


      

    

    
 

    
      
        
          
          

        

        
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      LIST
        OF
        ANNEXES, EXHIBITS AND SCHEDULES

       

      ANNEX
        I                        
–           Definitions and
        Rules of Construction

       

      EXHIBIT A                     
        –            Description
        of Credit and Collection Policy

      EXHIBIT B                     
         –            Form
        of Capital Purchase Request

      EXHIBIT C                      
        –            Form of
        Investor Report

      EXHIBIT D                       –           
        Form of Investment Certificate

      EXHIBIT E                        –           
        Form of Lock-Box Agreement

      EXHIBIT F                        –           
        [Reserved]

      EXHIBIT G                      
         –           
Special Limits

      EXHIBIT H                        –           
        List of Closing Documents

      EXHIBIT I                          –           
        Form of Annual Audit/Agreed Upon Procedures

       

      SCHEDULE 4.01(b)                         Locations
        of Chief Executive Offices of Seller; Records

      SCHEDULE 4.01(f)                          Litigation

      SCHEDULE 4.01(h)                         Lock
        Boxes & Lock Box Accounts

      SCHEDULE 4.02(b)                         Locations
        of Chief Executive Offices of Servicer; Records

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    RECEIVABLES
      PURCHASE AGREEMENT

     

    This
      RECEIVABLES PURCHASE AGREEMENT (this “Purchase Agreement”)
      dated as of January 9, 2008, among ACCO BRANDS RECEIVABLES FUNDING LLC, a
      Delaware limited liability company, (the “Seller”), ACCO BRANDS
      USA LLC, a Delaware limited liability company (“ACCO”), as Servicer
      (in such capacity, the “Servicer”) GOTHAM
      FUNDING CORPORATION, (the “Purchaser”), and THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), as Agent
      for
      the Purchaser (in such capacity, the “Agent”).

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01. Definitions and
      Rules of Construction.  Capitalized terms used herein and not
      otherwise defined herein shall have the meanings ascribed to them in Annex
      I.  For purposes of this Purchase Agreement, the rules of
      construction set forth in Annex I shall
      govern.

     

    ARTICLE
      II

     

    AMOUNTS
      AND TERMS OF THE PURCHASES

     

    Section
      2.01. The Purchase
      Facility.  (a) Upon the terms and subject to the conditions set
      forth in this Purchase Agreement, from the Effective Date through the Business
      Day immediately preceding the Termination Date, the Seller agrees to sell,
      and
      the Purchaser agrees to buy, undivided percentage ownership interests (as
      further defined in Annex I, “Purchaser Interests”)
      in the Receivables Assets.

     

    (b)           
      The Seller may, upon at least five Business Days’ prior written notice to the
      Agent, reduce the unused portion of the Purchase Limit; provided that each
      partial reduction of the Purchase Limit shall be in an amount equal to
      $2,000,000 or an integral multiple thereof.  The Seller must give not
      less than 60 days notice to the Agent prior to reduction of the Purchase Limit
      to zero and termination of this Purchase Agreement in full.

     

    (c)           
      The Purchase Limit may be increased at the request of the Seller, with the
      written consent of the Agent, the Purchaser and the Liquidity Provider, each
      in
      its sole discretion; provided that no
      Event of Termination or Incipient Termination Event shall have occurred and
      be
      continuing.  Upon delivery of the written consent described below,
      this Purchase Agreement shall be deemed to be amended to reflect the new
      Purchase Limit consented to therein.   The increased portion of
      the Purchase Limit will be on the same terms as are contained herein at the
      time
      of such increase.

     

    (d)           
      The Agent shall deliver to the Seller promptly after the receipt of such notice
      from the Seller written (which may be delivered by facsimile or e-mail, with
      telephone confirmation of receipt) confirmation of the amount of such increase
      or reduction of the Purchase Limit and the date such increase or reduction
      is
      effective.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.02. Making the
      Purchases; Capital Reductions.  (a) Each purchase of undivided
      percentage ownership interests in the Receivables Assets by the Purchaser
      hereunder shall consist of either (i) a purchase made  with new funds
      provided by the Purchaser (each, a “Capital Purchase”) or
      (ii) a purchase made by the Purchaser with funds consisting of Collections
      allocated to the Purchaser Interests pursuant to the terms of this Purchase
      Agreement (each, a “Reinvestment
      Purchase”).

     

    (b)           
      Capital
      Purchases.  The Seller shall provide the Agent with a purchase
      notice, in the form of Exhibit B (each a
      “Capital Purchase
      Request”), no later than 1:00 p.m. (New York City time) on the Business
      Day that is one Business Day prior to each Capital Purchase.  The
      Agent shall promptly notify the Purchaser of the contents of any such Capital
      Purchase Request.  Each Capital Purchase Request shall, except as set
      forth below, be irrevocable and shall specify the requested Purchase Price
      (for
      which the initial amount shall not be less than $1,000,000 and thereafter in
      $100,000 increments) and date of purchase (which shall be a Business
      Day).   On the date of each Capital Purchase, upon satisfaction
      of the applicable conditions precedent set forth in Article III, the
      Purchaser shall make available to the Agent in accordance with the provisions
      of
Section 2.05,
      not later than 11:00 a.m. (New York City time), in immediately available funds,
      an amount equal to the requested amount of such Capital Purchase, and the Agent
      will, upon receipt thereof, make such funds available to the Seller by 3:00
      p.m.
      (New York City time) by wire transfer to the Seller’s Account; provided, that in
      no
      event shall the Purchaser make any Capital Purchase if, after giving effect
      thereto, either (i) the Purchaser Interest would exceed 100% or (ii) the
      aggregate outstanding Capital would exceed the Purchase Limit.  The
      Agent shall deliver to the Seller promptly after the occurrence of each Capital
      Purchase written confirmation of the amount of such Capital Purchase and the
      date such Capital Purchase is effective.

     

    (c)           
      Reinvestment
      Purchases.  On each Business Day following the Effective Date
      until the Termination Date, but subject to Section 3.02 hereof,
      the Purchaser shall be automatically deemed to have made a Reinvestment Purchase
      with a Purchase Price equal to the aggregate amount of Collections, if any,
      which are allocated to the Purchaser Interests on such Business Day and are
      available to be released to the Seller in accordance with the terms of Section
      2.04.

     

    (d)           
      Purchase
      Price.  The purchase price (the “Purchase
      Price”) (i)
      with respect to a Capital Purchase shall be equal to the amount requested by
      the
      Seller to be paid by the Purchaser pursuant to Section 2.02(a), and
      (ii) with respect to a Reinvestment Purchase shall be equal to the amount of
      Collections allocated to the Purchaser Interests and available to be released
      to
      the Seller in accordance with the terms of Section
      2.04.  The Purchase Price for a Capital Purchase may in no
      event be greater than the excess, if any, of (1) the lesser of (x) the Purchase
      Limit and (y) the Net Receivables Balance minus the Aggregate Reserves over (2) the
      aggregate amount of outstanding Capital (before giving effect to such
      Purchase).

     

    (e)           
      Effect of
      Purchases.  Upon each Purchase, the Seller sells, assigns and
      conveys an undivided percentage ownership interest in the Receivables Assets
      to
      the Agent for the benefit of the Purchaser, and the Purchaser hereby purchases
      and acquires such undivided percentage ownership interest.  The
      parties hereto have structured this Purchase Agreement with the intention that
      each purchase of an undivided interest in Receivables Assets hereunder be
      treated

     

    


    
      
        
          
          

        

        
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    as
      a sale
      of such Receivables Assets by the Seller to the Purchaser, for all purposes,
      other than federal and state income tax purposes, and the Seller shall not
      take
      any action inconsistent with such ownership and shall not claim any ownership
      interest in the Purchaser Interest.  Section 1-201 of the UCC provides
      that a “security interest” under the UCC .” . . also includes any interest of a
      buyer of accounts or chattel paper which is subject to Article 9 . . .” of the
      UCC.  Whether the transactions contemplated hereby are characterized
      as a loan or as a sale, the Seller also hereby pledges and grants a “security
      interest” in and assigns to the Agent, for the benefit of the Purchaser, and to
      secure all amounts owing by the Seller to the Agent, the Purchaser and the
      Liquidity Providers hereunder, all of the Seller’s right and title to and
      interest in the Receivables Assets, including the Receivables, the Related
      Security and Collections, as security for any such loans which may be deemed
      to
      be made hereunder and for the payment and performance of all obligations and
      amounts payable to the Purchaser hereunder.

     

    (f)           
      Prepayments.  The
      Seller may, upon at least two (2) Business Days’ prior written notice to the
      Agent, prepay Capital in the minimum amount of $1,000,000 and increments of
      $100,000 in excess thereof by remitting cash to the Agent for application
      against Capital in the amount of such prepayment.  The Seller agrees,
      upon not less than two (2) Business Days' prior written notice of any Breakage
      Amounts resulting from such prepayment, to indemnify the Purchaser and, if
      applicable, any Liquidity Provider, for any such Breakage
      Amounts.  The Purchaser and the Liquidity Providers agree that they
      will use commercially reasonable efforts, under the then applicable conditions
      and circumstances, to invest the proceeds of any such prepayments in such manner
      as is reasonably expected to minimize any resulting Breakage Amounts, but
      subject in all events to such Person’s normal investment policies.

     

    Section
      2.03. Yield and Fees;
      Tranche Periods.  (a) All Capital shall, for purposes of
      calculating Yield, be allocated to one or more “Tranche Periods” as set forth in
      the definition of such term, and each such portion allocated to a particular
      Tranche Period is referred to herein as  a
“Tranche.”   Yield shall accrue on the outstanding Capital on
      each day during a Tranche Period at the applicable Purchaser Rate.  On
      each Settlement Date, the Seller shall pay to the Agent for the benefit of
      the
      Purchaser an amount equal to accrued and unpaid Yield with respect to all
      Capital outstanding during the immediately preceding Settlement Period from
      Collections in accordance with Section 2.04.

     

    (b)           
      Each Tranche shall reflect the funding sources for the Capital associated
      therewith so that (i) there may be one or more Tranches, selected by the Agent,
      reflecting the portion of Capital funded by outstanding Liquidity Advances
      or by
      funding under the related agreement and (ii) there may be one or more Tranches
      allocated to the portion of the Capital funded by Commercial Paper Notes. All
      Capital shall be allocated to Tranches which bear interest at the CP Rate,
      unless the Agent determines that the Purchaser is unable, whether as a result
      of
      contractual restrictions, rating agency limitations or any other event or
      circumstance, to issue Commercial Paper Notes, or the Agent otherwise determines
      that funding in the commercial paper market for the size and maturity of such
      Tranche is unavailable.

     

    (c)           
      On the Closing Date, the Seller shall pay to the Agent the fees set forth in
      the
      Fee Letter that are due and payable on such date, including the Arrangement
      Fee
      and reimbursement for all reasonable out-of-pocket costs and expenses, including
      any legal fees and disbursements, relating to the negotiation, preparation
      and
      closing of this Purchase Agreement. On each

     

    


    
      
        
          
          

        

        
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    Settlement
      Date, the Seller shall pay to the Agent an amount equal to the sum of the
      Program Fees, Commitment Fees and Additional Amounts with respect to the
      immediately preceding Settlement Period from Collections in accordance with
      Section
      2.04.

     

    Section
      2.04. Settlement
      Procedures.

     

    (a)           
      Deemed
      Collections.  If on any day the Outstanding Balance of a
      Receivable is reduced or cancelled as a result of a Dilution Factor, the Seller
      shall be deemed to have received on such day a Collection of such Receivable
      in
      an amount equal to the Outstanding Balance of such Diluted
      Receivable.  If the Seller is on any day deemed to have received
      Collections pursuant to this Section 2.04(a), the
      Seller shall deposit an amount of funds equal to such deemed Collections into
      the Collection Account as and when required in accordance with Section 2.04(c) or
(d)
      below.

     

    (b)           
      Daily Allocation
      of
      Collections.  Before the Termination Date, on each Business Day
      during a Settlement Period, the Servicer shall determine the Collections of
      Receivables received on such day and shall:

     

    (i)           
      first, allocate to the making of a Reinvestment Purchase the amount required
      pursuant to Section
      2.02(c) hereof;

     

    (ii)           
      second, set aside on its books and records and hold in trust (but, prior to
      the
      occurrence of an Event of Termination, the Servicer shall not be required to
      segregate) for the Purchaser an amount equal to the product of (1) the aggregate
      of the Purchaser Interests, and (2) the amount of such Collections, for further
      application on the succeeding Settlement Date in accordance with Section 2.04(c) or
(d)
      below;
      and

     

    (iii)           
      third, pay the balance of such Collections, if any, to the Seller for its share
      of ownership therein.

     

    (c)           
      Allocation of
      Collections on Settlement Dates Pre-Termination Date.  On each
      Settlement Date before the Termination Date, the Servicer shall deposit into
      the
      Collection Account all Collections set aside and held in trust pursuant to
Section 2.04(b)(ii)
      above during the immediately preceding Settlement Period, and the Agent shall
      apply all such Collections as follows:

     

    (i)           
      first, in payment of the following amounts in the following order, for
      allocation to the relevant Affected Parties (or in the case of clause (5), the
      Servicer): (1) Yield for such Settlement Period, (2) Commitment Fees for such
      Settlement Period, (3) Program Fees for such Settlement Period, (4) Additional
      Amounts for such Settlement Period, and (5) Servicer Fees for such Settlement
      Period;

     

    (ii)           
      second, if a Purchase Excess then exists, an amount equal to any Purchase
      Excess, to be applied in reduction of outstanding Capital; and

     

    (iii)           
      third, to the Seller in payment of the Purchase Price for a Reinvestment
      Purchase.

     

    


    
      
        
          
          

        

        
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    (d)           
      Allocation of
      Collections on Settlement Dates Post-Termination Date.  On each
      Settlement Date on and after the Termination Date, the Servicer shall deposit
      into the Collection Account all Collections during the immediately preceding
      Settlement Period (other than amounts allocated to a Reinvestment Purchase
      occurring prior to the Termination Date), and the Agent shall apply all such
      Collections as follows:

     

    (i)           
      first, in payment of accrued and unpaid Yield with respect to such Settlement
      Period;

     

    (ii)           
      second, in payment of outstanding Capital;

     

    (iii)           
      third, in payment of the following amounts in the following order, for
      allocation to the relevant Affected Parties, or in the case of clause (4), the
      Servicer (to the extent then accrued and unpaid): (1) Commitment Fees, (2)
      Program Fees, (3) Additional Amounts, and (4) Servicer Fees;

     

    (iv)           
      fourth, in payment of any other amounts due and payable to the Affected Parties;
      and

     

    (v)           
      fifth, following the Final Collection Date, the balance to the
      Seller.

     

    Section
      2.05. Payments and
      Computations, Etc.  All amounts to be paid or deposited by the
      Seller or the Servicer hereunder shall be paid or deposited in accordance with
      the terms hereof without setoff or counterclaim no later than 1:00 p.m. (New
      York City time) on the day when due in lawful money of the United States of
      America in immediately available funds to such account as the Agent may
      designate from time to time in writing.  The Seller and the Servicer
      shall, to the extent permitted by law, pay to the Agent interest on all amounts
      not paid or deposited by such Person when due hereunder at 2% per annum above
      the Base Rate, payable on demand.  Such interest shall be retained by
      the Agent except to the extent that such failure to make a timely payment or
      deposit has continued beyond the date for distribution by the Agent of such
      overdue amount to the Purchaser or the applicable Liquidity Provider, in which
      case such interest accruing after such date shall be for the account of, and
      distributed by the Agent to, the Purchaser or such Liquidity
      Provider.  All computations of interest and all computations of Yield
      (other than Yield calculated with reference to the Base Rate, which shall be
      made on the basis of a year of 365/366 days, as applicable), Commitment Fees,
      Program Fees, Servicer Fees and Additional Amounts hereunder shall be made
      on
      the basis of a year of 360 days for the actual number of days (including the
      first but excluding the last day) elapsed.  In no event shall any
      provision of this Purchase Agreement require the payment or permit the
      collection of Yield or interest in excess of the maximum permitted by applicable
      law.  In the event that any payment hereunder (whether constituting a
      payment of Capital, Yield or any other amount) is rescinded or must otherwise
      be
      returned for any reason, the amount of such payment shall be restored and such
      payment shall be considered not to have been made.

     

    Section
      2.06. Yield
      Protection.  If due to either: (i) the introduction
      of or any
      change (including, without limitation, any change by way of imposition or
      increase of reserve requirements) in or in the interpretation by any
      Governmental Authority of any law or regulation after the date hereof or (ii)
      the compliance by any Affected Party with any guideline or request

     

    


    
      
        
          
          

        

        
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    from
      any
      central bank or other Governmental Authority (whether or not having the force
      of
      law) after the date hereof (in both cases other than with respect to taxes
      which
      shall be governed exclusively by Section 2.08), there shall be an increase
      in
      the cost to such Affected Party of accepting, funding or maintaining any
      Purchase hereunder, then the Seller shall, from time to time, within five (5)
      Business Days of demand by the Agent, pay to the Agent for the account of such
      Affected Party (as a third party beneficiary, in the case of any Affected Party
      other than the Purchaser), that portion of such increased costs incurred or
      amounts not received, which the Agent reasonably determines is attributable
      to
      accepting, funding and maintaining any Purchase hereunder.  In
      determining such amount, the Agent may use any reasonable averaging and
      attribution methods.  The applicable Affected Party (i) shall submit
      to the Seller a certificate describing in reasonable detail the basis for and
      the calculation of such increased costs incurred or amounts not received, which
      certificate shall, in the absence of manifest error, be conclusive and binding
      for all purposes and (ii) shall use reasonable commercial efforts to take such
      steps as may be readily taken on its part to minimize such increased costs
      or
      amounts not received, and which would not entail any material expenditures
      on
      such Affected Party’s part or otherwise be materially disadvantageous to it, in
      each case in the sole discretion of such Affected Party.

     

    Section
      2.07. Increased
      Capital.  (a) If any Regulatory Change occurring after the date
      hereof affects or would affect the amount of capital required or expected to
      be
      maintained by such Affected Party or reduces the rate of return on such capital,
      or such Affected Party reasonably determines that as a result of such Regulatory
      Change the amount of such capital is increased by or based upon the existence
      of
      the Purchaser’s agreement to make or maintain Purchases hereunder and other
      similar agreements or facilities or the agreement of any Liquidity Provider
      to
      make funds available to the Purchaser based on its agreements hereunder, then,
      within five (5) Business Days of demand by such Affected Party or the Agent,
      the
      Seller shall pay to such Affected Party (as a third party beneficiary, in the
      case of any Affected Party other than the Purchaser) or the Agent for the
      account of such Affected Party from time to time, as specified by such Affected
      Party or the Agent, additional amounts sufficient to compensate such Affected
      Party in light of such circumstances, to the extent that such Affected Party
      or
      the Agent on behalf of such Affected Party reasonably determines such increase
      in capital to be allocable to the existence of the Purchaser’s agreements
      hereunder.  A certificate describing in reasonable detail the basis
      for and calculation of such amounts submitted to the Seller by such Affected
      Party or the Agent, shall, in the absence of manifest error, be conclusive
      and
      binding for all purposes.

     

    (b)           
      If any Affected Party shall incur any loss, cost or expense as a result of
      any
      reduction in Capital on any date other than a Settlement Date or as a result
      of
      the failure of any Capital Purchase to be made on the date specified in the
      applicable Capital Purchase Request for any reason, the Seller shall, upon
      demand by the Agent, pay the Agent for the account of such Affected Party the
      amount of such losses, costs and expenses. Such Affected Party shall submit
      to
      the Seller and the Agent a certificate as to such amounts, which certificate
      shall, in the absence of manifest error, be conclusive and binding for all
      purposes.

     

    Section
      2.08. Taxes.  (a)
      Any and all payments and deposits required to be made hereunder or under any
      instrument delivered hereunder by the Seller hereunder shall be made, in
      accordance with Section 2.05, free
      and clear of and without deduction for any and all present or future taxes,
      levies, imposts, deductions, charges or withholdings, and all liabilities with
      respect

     

    


    
      
        
          
          

        

        
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    thereto
      (except for net income taxes and franchise taxes that are imposed by the United
      States and franchise taxes and net income taxes that are imposed on such
      Affected Party by the State or States under the laws of which such Affected
      Party is organized or doing business (other than doing business solely by reason
      of having executed, delivered or performed its obligations, received payment
      or
      enforced its rights under this Purchase Agreement or any other Facility
      Document), or any political subdivision thereof (such non-excluded taxes,
      levies, imposts, deductions, charges and withholdings being “Indemnified
      Taxes”)).  If the Seller or the Servicer shall be required by
      law to deduct any Indemnified Taxes from or in respect of any sum payable
      hereunder, (i) the Seller shall make an additional payment to such Affected
      Party in an amount sufficient so that, after making all required deductions
      (including deductions applicable to additional sums payable under this Section 2.08), such
      Affected Party receives an amount equal to the sum it would have received had
      no
      such deductions been made, (ii) the Seller or the Servicer, as the case may
      be,
      shall make such deductions and (iii) the Seller or the Servicer, as the case
      may
      be, shall pay the full amount deducted to the relevant taxation authority or
      other authority in accordance with applicable law and shall, within 30 days
      after the date of any payment of Indemnified Taxes, furnish to the Agent the
      original or a certified copy of a receipt evidencing payment
      thereof.  The Seller shall, within ten days of demand from the Agent
      demonstrating the payment of Indemnified Taxes by an Affected Party, indemnify
      such Affected Party from and against, and pay to such Affected Party, the full
      amount of any such Indemnified Taxes so paid.

     

    (b)           
      In addition, the Seller agrees to pay any present or future stamp or other
      documentary taxes or any other excise or property taxes or similar levies which
      arise from any payment made hereunder or under any instrument delivered
      hereunder or from the execution, delivery or registration of, or otherwise
      with
      respect to, this Purchase Agreement or any instrument delivered
      hereunder.

     

    (c)           
      Each Affected Party which is not organized under the laws of the United States
      or any State thereof shall, within thirty (30) days after such Affected Party
      becomes a party to or obtains rights under this Purchase Agreement or changes
      its funding office to a location outside of the United States, and prior to
      any
      payment being made by the Seller to such Affected Party (or to such office),
      deliver to the Seller (i) an IRS Form W-8BEN or W-8ECI, (or any successor form),
      as applicable; and (ii) such other forms or certificates as may be required
      under the laws of any applicable jurisdiction (on or before the date that any
      such form expires or becomes obsolete), in each case that permit the Seller
      to
      make payments to, and deposit funds to or for the account of, such Affected
      Party hereunder and under the other Facility Documents without any deduction
      or
      withholding for or on account of any tax. To the extent permitted by law, each
      such Affected Party shall submit to the Seller (copied to the Agent) two
      updated, completed, and duly executed versions of: (i) all forms referred to
      in
      the previous sentence upon the expiry of, or the occurrence of any event
      requiring a change in, the most recent form previously delivered by it to the
      Seller or the substitution of such form; and (ii) such extensions or renewals
      thereof as may reasonably be requested by the Seller. If an Affected Party
      fails
      to comply with this Section 2.08(c), it
      shall not be entitled to any additional payment pursuant to Section 2.08(a) to
      the extent that such additional payments under Section 2.08(a) result from
      the
      failure to comply with this Section 2.08(c).

     

    


    
      
        
          
          

        

        
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    (d)           
      If an Affected Party determines, in its sole discretion, that it has received
      a
      refund or credit of any amounts as to which it has been indemnified by the
      Seller pursuant to this Section 2.08, it
      shall pay over such refund or credit to the Seller net of all out-of-pocket
      expenses of such Affected Party and without interest (other than any interest
      paid by the relevant taxing authority with respect to such refund net of any
      applicable taxes payable in respect of such interest); provided, that the
      Seller, upon the request of such Affected Party, agrees to repay the amount
      paid
      over to the Seller (plus any penalties, interest or other charges imposed by
      the
      relevant taxing authority) to such Affected Party in the event such Affected
      Party is required to repay such refund to such taxing authority.  This
Section 2.08
      shall not be construed to require any Affected Party to make available its
      tax
      returns (or any other information relating to its taxes which it deems
      confidential) to the Seller or any other Person.

     

    (e)           
      If an Affected Party requests indemnification or repayment under this Section
      2.08, a certificate describing in reasonable detail such amounts and the basis
      for such Affected Party’s demand for such amounts submitted to the Seller and
      the Servicer by such Affected Party shall be conclusive and binding for all
      purposes, absent manifest error.

     

    Section
      2.09. Rights Under
      Sale Agreement.  The Seller acknowledges that all of the
      Seller’s right, title and interest in, to and under the Sale Agreement are part
      of the Receivables Assets.  Accordingly, the Seller agrees that, after
      an Event of Termination, the Agent shall have the sole right to enforce the
      Seller’s rights and remedies under the Sale Agreement, to receive all amounts
      payable to Seller thereunder or in connection therewith, to consent to
      amendments, modifications or waivers thereof, and to direct, instruct or request
      any action thereunder, but in each case without any obligation on the part
      of
      the Agent or the Purchaser or any of their respective Affiliates to perform
      any
      of the obligations of the Seller under the Sale Agreement.  To the
      extent that the Seller enforces the Seller’s rights and remedies under the Sale
      Agreement, the Agent shall have the exclusive right to direct such enforcement
      by the Seller.  The assignment to the Agent pursuant to this Section 2.09 shall
      terminate upon the Final Collection Date; provided, however,
      that the
      rights of the Agent pursuant to such assignment with respect to rights and
      remedies in connection with any indemnification or any breach of any
      representation, warranty or covenant made by any Originator in the Sale
      Agreement shall be continuing and shall survive any termination of such
      assignment.

     

    Section
      2.10.  Seller
      Call.

     

    (a)           
      So long as no Event of Termination or Incipient Termination Event has occurred
      and is continuing, and upon the satisfaction of the additional conditions set
      forth in clause
      (b) below, Seller may, at its option, on any Settlement Date, repurchase
      all, but not less than all, of the Transferred Receivables and Related Security
      at a call price (the “Call Price”) equal to
      the sum of (i) the Purchaser’s Capital at such time, (ii) any and all accrued
      and unpaid Yield and any Yield to accrue on the Purchaser’s Capital to and
      including the next Settlement Date, and (iii) any and all other fees,
      indemnities, breakage costs, and any and all other costs or expenses then owing
      to the Agent, the Purchaser, any Affected Party or any Indemnified Party
      hereunder or under any other Facility Document.  Seller shall give
      Agent written notice ten (10) Business Days prior to the Settlement Date that
      it
      will be making such repurchase.  Seller shall remit the Call Price to
      or at the direction of Agent and such payment shall not be effective until
      indefeasibly received by the Agent in full in cash.

     

    


    
      
        
          
          

        

        
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    (b)           
      The right of the Seller to make the repurchase set forth in clause (a) above
      is
      subject to the following conditions precedent:

     

    (i)           
      both immediately before and after giving effect to the payment of the Call
      Price, the Seller is and will be Solvent; and

     

    (ii)           
      the exercise of such repurchase would not be reasonably expected to have a
      material adverse effect on the Agent, any Purchaser, any Affected Party or
      any
      Indemnified Party.

     

    Payment
      of the Call Price constitutes a representation and warranty by the Seller and
      Servicer that the conditions specified above are then satisfied and will be
      satisfied after giving effect thereto.

     

    ARTICLE
      III

     

    CONDITIONS
      OF PURCHASES

     

    Section
      3.01. Conditions
      Precedent to Initial Purchase.  The Agent shall have received
      each of the documents, instruments, opinions and other agreements listed on
      Exhibit H as a
      condition precedent to the initial Purchase.

     

    Section
      3.02. Conditions
      Precedent to All Purchases.  Each Purchase (including the
      initial Purchase) by the Purchaser from the Seller shall be subject to the
      further conditions precedent that on the date of each Purchase, each of the
      following shall be true and correct on the date of each such Purchase both
      before and after giving effect to such Purchase:

     

    (a)           
      The representations and warranties contained in Article IV are
      correct in all material respects on and as of such day as though made on and
      as
      of such date, except to the extent such representations and warranties are
      expressly limited to an earlier date,

     

    (b)           
      No event has occurred and is continuing, or would result from such Purchase
      which constitutes an Event of Termination or in the case of Capital Purchases
      only would constitute an Event of Termination but for the requirement that
      notice be given or time elapse or both, and

     

    (c)           
      In the case of a Capital Purchase, after giving effect to such Purchase, the
      aggregate outstanding Capital shall not exceed the lesser of (i) the Net
      Receivables Balance minus the Aggregate Reserves and (ii) the Purchase
      Limit.

     

    Each
      delivery of a Capital Purchase Request to the Agent, and the acceptance by
      the
      Seller of the Purchase Price with respect to any Purchase, shall constitute
      a
      representation and warranty by the Seller that, as of the date of such Purchase,
      both before and after giving effect thereto and the application of the proceeds
      thereof, each of the foregoing statements are true and correct.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES

     

    


    
      
        
          
          

        

        
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    Section
      4.01. Representations
      and Warranties of the Seller.  The Seller represents and
      warrants, on and as of the date of each Purchase (including each Reinvestment
      Purchase), as follows, each and all of which shall survive the execution and
      delivery of this Purchase Agreement:

     

    (a)           
      Due Formation and
      Good
      Standing.  The Seller is a limited liability company duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization, the state of Delaware (which is Seller’s only
      state of organization).  The Seller (i) is duly qualified to conduct
      business and is in good standing in each other jurisdiction in which the nature
      of its business requires it to be so qualified; (ii) has the requisite power
      (corporate or otherwise) and authority and the legal right to own, pledge,
      mortgage or otherwise encumber and operate its properties, to lease the property
      it operates under lease, and to conduct its business, in each case, as now,
      heretofore and proposed to be conducted; (iii) has all licenses, permits,
      consents or approvals from or by, and has made all filings with, and has given
      all notices to, all Governmental Authorities having jurisdiction, to the extent
      required for such ownership, operation and conduct; (iv) is in compliance with
      its organizational documents; (v) is in compliance with the applicable
      provisions of the Bank Secrecy Act as amended by Title III of the Patriot Act
      and the economic sanctions laws administered by OFAC; and (vi) is in compliance
      in all material respects with all other applicable provisions of law, subject
      to
      specific representations set forth herein regarding ERISA, tax and other
      laws.

     

    (b)           
      Location of Chief
      Executive Office and Records.  As of the Closing Date, the
      current location of the Seller’s chief executive office, principal place of
      business, other offices, and the locations of all Records (including originals
      of all Contracts and other agreements or instruments evidencing or otherwise
      giving rise to the Receivables) are set forth in Schedule 4.01(b).
      During the prior five years (or such shorter time as the Seller has been in
      existence), except as set forth in Schedule 4.01(b), the
      Seller has not been known as or used any other name (fictitious, trade or
      otherwise). In addition, Schedule 4.01(b)
      lists the organizational identification number issued by Seller’s state of
      organization or states that no such number has been issued and lists the federal
      employer identification number of the Seller.

     

    (c)           
      Due Authorization
      and
      No Conflict.  The execution, delivery and performance by it of
      this Purchase Agreement, the Sale Agreement and all other Facility Documents
      to
      which it is a party (i) are within its organizational powers; (ii) have been
      duly authorized by all necessary limited liability company or corporate action
      on its part; (iii) do not contravene any provision of such Person’s Charter
      Documents; (iv) do not violate any law, rule or regulation applicable to it;
      (v)
      do not conflict with (A) any material contractual restriction binding on it
      or
      its property or (B) any provision of the Credit Agreement binding on the Parent
      and its Subsidiaries; (vi) do not contravene any order, writ, judgment, award,
      injunction or decree binding on it or its property, and (vii) do not result
      in
      or require the creation of any Adverse Claim upon or with respect to any of
      its
      properties.

     

    (d)           
      Governmental
      Consent. No authorization or approval or other action by, and no notice
      to or filing with, any Governmental Authority is required for the due


     

    


    
      
        
          
          

        

        
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    execution,
      delivery and performance by it of this Purchase Agreement, the Sale Agreement
      or
      any other agreement, document or instrument to be delivered by it hereunder,
      except for filings under the UCC necessary to perfect the interests granted
      hereunder and under the Sale Agreement and except as have been made or obtained
      on or before the Effective Date and thereafter will be in full force and
      effect.

     

    (e)           
      Enforceability of
      Facility Documents.  This Purchase Agreement, the Sale
      Agreement and the other Facility Documents to which it is a party have been
      duly
      executed and delivered on its behalf and constitute the legal, valid and binding
      obligation of it enforceable against it in accordance with their respective
      terms, subject to any applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar law now or hereafter in effect relating to or
      affecting the enforceability of creditors’ rights generally and general
      equitable principles, whether applied in a proceeding at law or in
      equity.

     

    (f)           
      Litigation.  Except
      as set forth in Schedule 4.01(f),
      there are no actions, suits or proceedings pending, or to its knowledge
      threatened in writing, against it, or its property, in any court, or before
      any
      arbitrator of any kind, or before or by any Governmental Authority, which (i)
      assert the invalidity of any Facility Document or any action to be taken by
      it
      in connection therewith, (ii) seek to prevent the consummation of the
      transactions contemplated by this Purchase Agreement and the other Facility
      Documents or (iii) if adversely determined, would reasonably be expected to
      have
      a Material Adverse Effect.  It is not in default with respect to any
      order of any court, arbitrator or Governmental Authority.

     

    (g)           
      Accuracy of
      Information.  No Investor Report, Investment Certificate,
      Capital Purchase Request, certificate, report or other information (including
      any schedule hereto) furnished by it to the Agent, the Purchaser or any
      Liquidity Provider in connection with this Purchase Agreement is or shall be
      inaccurate in any material respect as of the date it is dated (except as
      otherwise disclosed to the Agent, Purchaser or Liquidity Provider at such
      time).

     

    (h)           
      Account
      Information.  The names and addresses of all the Lock-Box
      Banks, together with the account numbers of the Lock-Box Accounts, are specified
      in Schedule
      4.01(h) (or at such other Lock-Box Banks and/or with such other Lock-Box
      Accounts as have been notified to the Agent in accordance with Section 5.03(e)) and
      with respect to which all action required by Section 5.03(e) has
      been taken and completed.  The Seller has directed or caused each
      Obligor to be directed to make payment to a Lock-Box Account listed in Schedule 4.01(h) for
      which there is an effective and binding Lock-Box Agreement.  The
      Collection Account and the Lock-Box Accounts are the only accounts to which
      the
      Seller has directed Obligors to remit Collections of Receivables.

     

    (i)           
      Perfection of Interest
      in Receivables and Receivables Assets; Eligibility.  The Sale
      Agreement constitutes the only agreement under which the Seller acquires any
      Receivables.  As of the time of each Purchase, each Receivable was
      acquired by the Seller free and clear of any Adverse Claim, and the Agent on
      behalf of the Purchaser has acquired a valid and perfected first priority
      ownership interest or security interest in each 

    


    
      
        
          
          

        

        
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    Transferred
      Receivable and in the Related Security, Collections and other Receivables Assets
      with respect thereto, in each case free and clear of any Adverse Claim; and
      no
      effective financing statement or other instrument similar in effect, is filed
      in
      any recording office listing the Seller, or any Originator as debtor, covering
      any Transferred Receivable, Related Security, Collections or other Receivables
      Assets except such as may be filed in favor of the Agent (or in favor of the
      Originator and assigned to the Seller and then the Agent or in favor of the
      Seller and assigned to the Agent).

     

    (j)           
      Solvency.  Both
      before and after giving effect to (i) the transactions contemplated by this
      Purchase Agreement and the other Facility Documents and (ii) the payment and
      accrual of all transaction costs in connection with the foregoing, the Seller
      is
      and will be Solvent. No event of the type described in Section 7.01(g) has
      been commenced or to its knowledge threatened in writing against
      it.

     

    (k)           
      Limited
      Business.  Since its formation, the Seller has conducted no
      business other than (i) the purchase and receipt of Receivables and related
      assets from the Originators under the Sale Agreement, (ii) the assignment of
      Receivables Assets under this Purchase Agreement to finance any such purchases,
      and (iii) such other activities as are incidental to the
      foregoing.  The Facility Documents are the only agreements to which
      the Seller is a party.  The Seller does not own or hold, directly or
      indirectly, any capital stock or equity security of, or any equity interest
      in,
      any Person.

     

    (l)           
      Taxes.  The
      Seller has filed or caused to be filed all Federal, state and local tax returns
      which are required to be filed by it, and has paid or caused to be paid all
      taxes prior to such taxes becoming delinquent, other than any taxes or
      assessments the validity of which are being contested in good faith by
      appropriate proceedings.

     

    (m)           
      ERISA.  The
      Seller is in compliance with ERISA and Section 401 of the IRC and has not
      incurred and does not expect to incur any liabilities (except for premium
      payments arising in the ordinary course of business) payable to the PBGC under
      ERISA that would be reasonably expected to have a Material Adverse
      Effect.

     

    (n)           
      Margin
      Regulations.  The Seller is not engaged in the business of
      extending credit for the purpose of “purchasing” or “carrying” any “margin
      security,” as such terms are defined in Regulation U of the Federal Reserve
      Board as now and from time to time hereafter in effect (such securities being
      referred to herein as “Margin Stock”). The
      Seller owns no Margin Stock, and no portion of the proceeds of the purchase
      price for the Purchaser Interests sold hereunder will be used, directly or
      indirectly, for the purpose of purchasing or carrying any Margin Stock, for
      the
      purpose of reducing or retiring any indebtedness that was originally incurred
      to
      purchase or carry any Margin Stock or for any other purpose that might cause
      any
      portion of such proceeds to be considered a “purpose credit” within the meaning
      of Regulations T, U or X of the Federal Reserve Board. The Seller will not
      take
      or authorize to be taken any action that might cause any Facility Document
      to
      violate any regulation of the Federal Reserve Board.

     

    


    
      
        
          
          

        

        
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    (o)           
      Nonapplicability
      of
      Bulk Sales Laws.  No transaction contemplated by this Purchase
      Agreement or any of the Facility Documents requires compliance with any bulk
      sales act or similar law.

     

    (p)           
      Investment Company
      Act.  The Seller is not required to be registered as an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended.

     

    (q)           
      Nonconsolidation.

     

    (i)           
      The Seller is a limited purpose entity whose activities are restricted in its
      Charter Documents to those activities expressly permitted hereunder and under
      the other Facility Documents and the Seller has not engaged, nor does it
      presently engage, in any activity other than those activities expressly
      permitted hereunder and under the other Facility Documents, nor has the Seller
      entered into any agreement other than this Purchase Agreement, the other
      Facility Documents and, with the prior written consent of the Purchaser and
      the
      Agent, any other material agreement necessary to carry out more effectively
      the
      provisions and purposes hereof or thereof.

     

    (ii)           
      The Seller maintains records and books of account separate from that of Parent,
      ACCO and each Originator, holds annual meetings and otherwise observes
      organizational formalities, has a business office separate from that of Parent,
      ACCO and each Originator and to the extent that the Parent, ACCO or the
      Originators share office space or services, the associated costs will be fairly
      and reasonably allocated among them.

     

    (iii)           
      The financial statements and books and records of the Seller, Parent, ACCO
      and
      the Originators reflect the separate corporate existence of the
      Seller.

     

    (iv)           
      (A) The Seller maintains its assets separately from the assets of Parent, ACCO
      and each Originator (including through the maintenance of separate bank accounts
      and except for any Records to the extent necessary to assist the Servicer in
      connection with the servicing of the Transferred Receivables), (B) the Seller’s
      funds (including all money, checks and other cash proceeds) and assets, and
      records relating thereto, have not been and are not commingled with those of
      Parent, ACCO or any Originator, except for such commingling as is permitted
      under this Purchase Agreement and the other Facility Documents and (C) the
      separate creditors of the Seller will be entitled to be satisfied out of the
      Seller’s assets, prior to any value in the Seller becoming available to the
      Seller’s owners and the Seller shall not hold itself out as being liable for the
      debt of any other entity including Parent, ACCO and the
      Originators.

     

    (v)           
      Except as otherwise expressly permitted hereunder, under the other Facility
      Documents and under the Seller’s Charter Documents, neither Parent,

     

    


    
      
        
          
          

        

        
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    ACCO
      nor any Originator (A) pays the Seller’s
      expenses, (B) guarantees the Seller’s obligations, or (C) advances funds to the
      Seller for the payment of expenses or otherwise.

     

    (vi)           
      All business correspondence and other communications of the Seller are conducted
      in such Person’s own name, on its own stationery.

     

    (vii)         
      The Seller does not act as agent for Parent, ACCO or any Originator, but instead
      each presents itself to the public as a limited liability company or a
      corporation, as the case may be, separate from each such member and
      independently engaged in the business permitted under such Person’s Charter
      Documents.

     

    (viii)         
      The Seller maintains at least one independent manager, who (A) is not a
      Stockholder, director, officer, employee or associate, or any relative of the
      foregoing, of Parent, ACCO or any of its Subsidiaries or Affiliates (other
      than
      his or her service as independent director, special member or other similar
      capacity); (B) is not a beneficial owner at the time of the individual’s
      appointment, or at any time thereafter while serving in such capacity, of any
      voting securities of Parent, ACCO or any of their respective Subsidiaries or
      Affiliates; (C) is not affiliated with a significant customer, supplier or
      creditor of Parent, ACCO or any of their respective Subsidiaries or Affiliates;
      (D) is not affiliated with a company of which Parent, ACCO or any of their
      respective Subsidiaries or Affiliates is a significant customer or supplier;
      (E)
      does not have any significant personal services contract(s) with Parent, ACCO
      or
      any of their respective Subsidiaries or Affiliates (other than his or her
      service as independent director, special member or other similar capacity);
      and
      (F) is not a spouse, parent, sibling or child of any person describes in (A)
      through (E) above.

     

    (ix)           
      The Charter Documents of the Seller require (A) the affirmative vote of the
      independent manager of the Seller before a voluntary petition under Section
      301
      of the Bankruptcy Code may be filed by the Seller, and (B) the Seller to
      maintain (1) correct and complete books and records of account separate from
      those of Parent, ACCO or any Originator and (2) minutes of the meetings and
      other proceedings of its Stockholders and board of directors or managers, as
      applicable.

     

    (r)           
      Servicing
      Software.  The Seller has all necessary licenses and rights to
      use the Servicing Software.

     

    (s)           
      No Material Adverse
      Change.  Except as otherwise disclosed to the Agent in writing
      prior to the Closing Date, since September 30, 2007, there has been no material
      adverse change in the Seller’s business, properties or financial condition, in
      the ability of the Seller to perform its obligations hereunder or under any
      other Facility Document or in the collectibility of the
      Receivables.

     

    


    
      
        
          
          

        

        
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    (t)           
      Reasonably Equivalent
      Value; Protected Purchaser.  The Seller has given reasonably
      equivalent value to the Originator in consideration for the transfer to the
      Seller by the Originator of the Receivables and the Related Security, and such
      transfer was not made for or on account of an antecedent debt owed by the
      Originator to the Seller.  The Seller had no notice of any Adverse
      Claim with respect to the Receivables and the Related Security at the time
      of
      such transfer.

     

    (u)           
      Sale of
      Goods.  Each Receivable represents part or all of the sales
      price of merchandise, insurance or services within the meaning of Section
      3(c)(5) of the Investment Company Act of 1940, as amended.

     

    Section
      4.02. Representations
      and Warranties of the Servicer.  ACCO, as Servicer, represents
      and warrants as to itself, on and as of the date of each Purchase (including
      each Reinvestment Purchase), as follows, each and all of which shall survive
      the
      execution and delivery of this Purchase Agreement:

     

    (a)           
      Due Incorporation
      and
      Good Standing.  The Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of its jurisdiction of
      incorporation, the State of Delaware (which is the Servicer’s only state of
      incorporation).  The Servicer (i) is duly qualified to conduct
      business and is in good standing in each other jurisdiction in which the nature
      of its business requires it to be so qualified except where the failure to
      so
      qualify or be in good standing, individually or in the aggregate, would not
      have
      or result in a Material Adverse Effect; (ii) has the requisite power (corporate
      or otherwise) and authority and the legal right to own, pledge, mortgage or
      otherwise encumber and operate its properties, to lease the property it operates
      under lease, and to conduct its business, in each case, as now, heretofore
      and
      proposed to be conducted; (iii) has all licenses, permits, consents or approvals
      from or by, and has made all filings with, and has given all notices to, all
      Governmental Authorities having jurisdiction, to the extent required for such
      ownership, operation and conduct except where the failure to have such licenses,
      permits, consents or approvals individually or in the aggregate, would not
      have
      or result in a Material Adverse Effect; (iv) is in compliance with its
      organizational documents; (v) is in compliance with the applicable provisions
      of
      the Bank Secrecy Act as amended by Title III of the Patriot Act and the economic
      sanctions laws administered by OFAC; and (vi) is in compliance with all other
      applicable provisions of law, including subject to specific representations
      set
      forth herein regarding ERISA, tax and other laws, except where the failure
      to
      comply, individually or in the aggregate, would not have or result in a Material
      Adverse Effect.

     

    (b)           
      Location of Chief
      Executive Office and Records.  As of the Closing Date, the
      current location of the Servicer’s chief executive office, principal place of
      business and the locations of all Records (including originals of all Contracts
      or other agreements or instruments evidencing or otherwise giving rise to the
      Receivables) are set forth in Schedule
      4.02(b).

     

    (c)           
      Due Authorization
      and
      No Conflict.  The execution, delivery and performance by it of
      this Purchase Agreement, the Sale Agreement and all other Facility Documents
      to
      which it is a party (i) are within its corporate powers; (ii) have been
      duly

     

    


    
      
        
          
          

        

        
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    authorized
      by all necessary corporate action on its part; (iii) do not contravene any
      provision of its Charter Documents; (iv) do not violate any law, rule or
      regulation applicable to it; (v) do not conflict with any material contractual
      restriction binding on it or its property; (vi) do not contravene any order,
      writ, judgment, award, injunction or decree binding on it or its property,
      and
      (vii) do not result in or require the creation of any Adverse
      Claim.

     

    (d)           
      Governmental
      Consent. No authorization or approval or other action by, and no notice
      to or filing with, any Governmental Authority is required for the due execution,
      delivery and performance by it of this Purchase Agreement, the Sale Agreement
      or
      any other agreement, document or instrument to be delivered by it hereunder,
      except for filings under the UCC hereto and except as have been made or obtained
      on or before the Effective Date and thereafter will be in full force and
      effect.

     

    (e)           
      Enforceability of
      Facility Documents.  This Purchase Agreement, the Sale
      Agreement and the other Facility Documents to which it is a party have been
      duly
      executed and delivered on its behalf and constitute the legal, valid and binding
      obligation of it enforceable against it in accordance with their respective
      terms, subject to any applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar law now or hereafter in effect relating to or
      affecting the enforceability of creditors’ rights generally and general
      equitable principles, whether applied in a proceeding at law or in
      equity.

     

    (f)           
      Litigation.  Except
      as set forth in Schedule 4.01(f),
      there are no actions, suits or proceedings pending, or to its knowledge
      threatened in writing, against it or its property, in any court, or before
      any
      arbitrator of any kind, or before or by any Governmental Authority, which (i)
      assert the invalidity of any Facility Document or any action to be taken by
      it
      in connection therewith, (ii) seek to prevent the consummation of the
      transactions contemplated by this Purchase Agreement and the other Facility
      Documents or (iii) if adversely determined, would reasonably be expected to
      have
      a Material Adverse Effect.  It is not in default with respect to any
      order of any court, arbitrator or Governmental Authority.

     

    (g)           
      Accuracy of
      Information.  No Investor Report, Investment Certificate,
      Capital Purchase Request, certificate, report or other information (including
      any schedule hereto) furnished by it to the Agent, the Purchaser or any
      Liquidity Provider in connection with this Purchase Agreement is or shall be
      inaccurate in any material respect as of the date it is dated (except as
      otherwise disclosed to the Agent, Purchaser or Liquidity Provider at such
      time).

     

    (h)           
      Account
      Information.  The names and addresses of all the Lock-Box
      Banks, together with the account numbers of the Lock-Box Accounts, are specified
      in Schedule
      4.01(h) (or at such other Lock-Box Banks and/or with such other Lock-Box
      Accounts as have been notified to the Agent in accordance with Section 5.03(e)) and
      with respect to which all action required by Section 5.03(e) has
      been taken and completed.  The Servicer has directed or caused each
      Obligor to be directed to make payment to a Lock-Box Account listed in Schedule 4.01(h) for
      which there is an effective and binding

     

    


    
      
        
          
          

        

        
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    Lock-Box
      Agreement.  The Collection Account and the Lock-Box Accounts are the
      only accounts to which Collections of Receivables are remitted by
      Obligors.

     

    (i)           
      Eligibility.  Each
      Receivable included by the Servicer in the calculation of the Net
      Receivables Balance as notified by the Servicer to the Agent from time to time,
      including by any Investor Report or Investment Certificate, satisfies the
      requirements of eligibility contained in the definition of “Eligible
      Receivable.”

     

    (j)           
      Servicing
      Software.  The Servicer has all necessary licenses and rights
      to use the Servicing Software.

     

    (k)           
      No Material Adverse
      Change.  Except as otherwise disclosed to the Agent in writing
      prior to the Closing Date, since September 30, 2007, there has been no material
      adverse change in the Servicer’s business, properties or financial condition, in
      the ability of the Servicer to perform its obligations hereunder or under any
      other Facility Document or in the collectibility of the
      Receivables.

     

    ARTICLE
      V

     

    GENERAL
      COVENANTS

     

    Section
      5.01. Affirmative
      Covenants of the Seller and the Servicer.  From the Initial
      Purchase Date until the later of the Termination Date or the Final Collection
      Date, each of the Seller and the Servicer covenants and agrees, as to itself,
      unless the Agent shall otherwise consent in writing:

     

    (a)           
      Compliance with
      Laws,
      Etc.  Comply in all material respects with all applicable laws,
      rules, regulations and orders with respect to all Transferred Receivables and
      the agreements and documents related thereto.

     

    (b)           
      Preservation of
      Corporate Existence.  (i) Observe all procedures required by
      its Charter Documents, (ii) preserve and maintain its corporate existence,
      rights, franchises and privileges in the jurisdiction of its organization and
      (iii) with respect to the Servicer, maintain, preserve and protect all of its
      assets and properties necessary to the conduct of its business, including all
      licenses, permits, charters and registrations, except, in each case with respect
      to the Servicer, to the extent that the failure to do so could not reasonably
      be
      expected to result in a Material Adverse Effect, and qualify and remain
      qualified in good standing as a foreign corporation in each jurisdiction where
      the failure to preserve and maintain such rights, franchises, privileges and
      qualifications would have a Material Adverse Effect.

     

    (c)           
      Offices; Books and
      Records; Audits. Each of the Seller and the Servicer shall (i) maintain
      and implement administrative and operating procedures (including an ability
      to
      recreate records evidencing the Transferred Receivables in the event of the
      destruction of originals) and keep and maintain all documents, books, records
      and other information necessary or advisable for the collection of all
      Transferred Receivables; (ii) from time to time upon five Business Days’ prior
      notice to it and during regular business hours, permit the Agent, or the Agent’s
      agents or representatives, (A) to have

     

    


    
      
        
          
          

        

        
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    access
      to
      all records, files, books of account, data bases and information pertaining
      to
      all Transferred Receivables and Related Security, including the Records, (B)
      to
      discuss matters relating to the Transferred Receivables or the Seller’s
      performance hereunder with any of its officers or employees having knowledge
      of
      such matters, and (C) to inspect, audit and to make extracts therefrom at the
      Seller’s expense, provided, however, that prior to an Event of Termination not
      more than one such audit or inspection per year shall be at the expense of
      the
      Seller, and provided further that no such prior notice shall be required if
      an
      Event of Termination has occurred and is continuing, and (iii) on an annual
      basis, cause to be delivered to the Agent, a report, substantially in the form
      of Exhibit I,
      prepared and delivered by the Servicer’s outside accountants with respect to
      agreed-upon procedures in accordance with Statement on Standards for Attestation
      Engagements No. 4, Agreed-Upon Procedures
      Engagements, comparing amounts set forth in the Investor Reports to
      supporting underlying documentation with the specific procedures and the
      adequacy thereof being agreed to by the Servicer and the Agent.

     

    (d)           
      Performance and
      Compliance with Receivables and Credit and Collection
      Policy.  At its expense timely and fully perform and comply, in
      all material respects, with (i) all provisions, covenants and other promises
      required to be observed by it under the Transferred Receivables and the related
      Contracts giving rise thereto and (ii) the Credit and Collection Policy in
      regard to each Transferred Receivable.

     

    (e)           
      Collections.  (i)  Instruct
      all Obligors of Transferred Receivables to cause all Collections to be deposited
      directly to the Collection Account or one of the Lock-Box Accounts and, if
      it
      shall receive any Collections (including any Collections deemed received
      pursuant to Section
      2.04(a)), remit such Collections to the Collection Account or a Lock-Box
      Account in accordance with Section 6.02, (ii)
      cause each Lock-Box Account to be subject to a Lock-Box Agreement in
      substantially the form of Exhibit E and (iii)
      prevent the deposit of any funds other than Collections in respect of
      Transferred Receivables into any of the Collection Account and Lock-Box Accounts
      and, to the extent that any such funds are nevertheless deposited into any
      of
      such Collection Account and Lock-Box Accounts, promptly identify any such funds
      and remit such funds to the owner thereof.

     

    (f)           
      Offices; Location
      of
      Records; Change in Name or Jurisdiction of Organization.  The
      Seller shall (i) keep its principal place of business and chief executive office
      (as such terms are used in the UCC) and the office where it keeps its Records
      concerning the Transferred Receivables at the address of the Seller set forth
      in
Schedule
      4.01(b) and not change its state of organization unless, upon at least 30
      days’ prior written notice of a proposed change to the Agent, the Seller has
      taken all actions reasonably requested by the Agent to protect and perfect
      the
      interest of the Agent and the Purchaser in the Transferred Receivables, the
      Related Security, all Collections and any other Receivables Assets have been
      taken and completed and (ii) provide the Agent with at least 30 days’ written
      notice prior to making any change in the Seller’s name or making any other
      change in the Seller’s identity or legal entity structure (including a merger)
      which could render any UCC financing statement filed in connection with this
      Purchase Agreement ineffective to perfect the Purchaser’s interest in the
      Receivables or

     

    


    
      
        
          
          

        

        
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    “seriously
      misleading” as such term is used in the UCC; each notice pursuant to this
      sentence shall set forth the applicable change and the effective date
      thereof.

     

    (g)           
      Purchasers’
Reliance/Separate
      Conduct of Business.  The Seller and the
      Servicer each acknowledges that the Agent and the Purchaser are entering into
      the transactions contemplated hereby in reliance upon the Seller’s identity as a
      separate legal entity from Parent, ACCO and the
      Originators.  Therefore, from and after the date of execution and
      delivery of this Purchase Agreement, the Seller shall take all reasonable steps
      including, without limitation, all steps that the Agent may from time to time
      reasonably request in connection with any change or development (or knowledge
      thereof) in the law or circumstances related to substantive consolidation,
      to
      maintain the Seller’s identity as a separate legal entity and to make it
      manifest to third parties that the Seller is an entity with assets and
      liabilities distinct from those of Parent, ACCO and the Originators and not
      just
      a division of Parent, ACCO or an Originator, including, without limitation,
      (a)
      maintain separate records and books of account from those of Parent, ACCO and
      the Originators; (b) conduct its business from an office separate from those
      of
      Parent, ACCO and the Originators and to the extent that the Parent, ACCO or
      the
      Originators share office space or services, the associated costs will be fairly
      and reasonably allocated among them; (c) ensure that all oral and written
      communications, including without limitation, letters, invoices, purchase
      orders, contracts, statements and applications, not be made in the name of
      Parent, ACCO or any Originator; (d) have stationery and other business forms
      separate from those of Parent, ACCO or any Originator; (e) not hold itself
      out
      as having agreed to pay, or as being liable for, the obligations of Parent,
      ACCO
      or any Originator; (f) not engage in any transaction with Parent, ACCO or an
      Originator except as permitted or contemplated by this Purchase Agreement or
      as
      permitted or contemplated by the Sale Agreement; (g) continuously maintain
      as
      official records its resolutions, agreements and other instruments underlying
      the transactions contemplated by this Purchase Agreement; (h) disclose on its
      annual financial statements the effects of the transactions contemplated by
      this
      Purchase Agreement in accordance with generally accepted accounting principles
      and (i) otherwise operate its business and perform its obligations under the
      Facility Documents in a manner consistent with the factual assumptions described
      in the legal opinion of Skadden, Arps, Meagher & Flom, LLP pertaining to
      nonconsolidation as delivered on the Closing Date unless Skadden, Arps, Meagher
      & Flom, LLP shall have delivered to the Agent an opinion acknowledging such
      inconsistencies but reaffirming the conclusions set forth in its legal opinion
      delivered on the Closing Date.  The Servicer shall take such actions
      as may be necessary to ensure compliance with the foregoing and that the
      Seller’s covenants in this Section 5.01(g) are
      not violated by any actions on the part of the Servicer.

     

    (h)           
      License for Use
      of
      Software and Other Intellectual Property.  (i) Unless
      prohibited by the licensor thereof or any provision of applicable law, if any,
      the Seller hereby grants to the Agent, solely for the purposes of collection
      of
      the Receivables and enforcement of their rights under the Facility Documents,
      at
      such time as the Agent shall be entitled to do so, a non-exclusive license
      to
      use, without charge to the Seller (but subject to the payment of royalties
      to
      any third party licensor under the terms of such license agreement based on
      use
      by the Agent of any licensed items):

     

    


    
      
        
          
          

        

        
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    (A)           
      the Seller’s computer programs, software, printouts and other computer
      materials, technical knowledge or processes, data bases, materials, and licenses
      thereto, and

     

    (B)           
      the Seller’s owned or licensed trademarks, registered trademarks, trademark
      applications, service marks, registered service marks, service mark
      applications, trade names, rights of use of any name, fictitious names
      (including the goodwill connected with the use of and symbolized by any such
      trademarks, service marks and trade names), patents, patent applications,
      inventions, designs, trade secrets, copyrights, copyright applications,
      including customer lists, credit files, correspondence, and advertising
      materials or any property of a similar nature; in each case, to the extent
      that
      the items in subsections (A) and (B) (the “Intellectual
      Property”) pertain to the use of such items in connection with the
      advertising for sale, selling any of the Transferred Receivables and solely
      after an Event of Termination collection of the Receivables and enforcement
      of
      the Agent’s rights under the Facility Documents,

     

    (ii)           
      The Seller agrees that the Seller’s rights under such licenses and franchise
      agreements as are granted under this Section 5.01(h)(ii)
      shall inure to the Agent’s benefit. To the extent the grant of the aforesaid
      license described is expressly prohibited by the licensor thereof, the Seller
      shall exercise its commercially reasonable efforts to obtain the consent of
      such
      licensor to the Seller’s grant to the Agent of such license.  Even
      where use is permitted, the Agent agrees not to use any such license without
      giving the Seller prior notice and unless an Event of Termination has occurred
      and is continuing.

     

    (iii)           
      The foregoing license is subject to the following conditions and limitations:
      (A) the Agent agrees that any Intellectual Property which is a trade secret
      of
      Seller or otherwise maintained in confidence by the Seller, shall be maintained
      in confidence by Agent and shall not be disclosed to any person or entity other
      than employees and contractors of Agent who have a “need to know” such
      information and who have been apprised on this restriction, and Agent shall
      be
      liable for any breach of this undertaking  by its employees or
      contractors, (B) with respect to Intellectual Property which is licensed to
      Seller, Agent agrees to abide by any applicable restrictions on use in the
      applicable license agreement which would be binding upon the Seller, were it
      using the licensed Intellectual Property in a similar manner and (C) with
      respect to any trademarks, service marks or trade names subject to the license
      granted hereunder, Agent agrees that the license shall be subject to sufficient
      rights of quality control and inspection in favor of Seller to avoid the risk
      of
      invalidation of such trademarks.  The license shall run for as long as
      this Purchase Agreement is in effect.

     

    Section
      5.02. Reporting
      Requirements of the Seller and the Servicer.  From the Initial
      Purchase Date until the later of the Termination Date or the Final Collection
      Date, the Seller and the Servicer will or will cause Parent to, as applicable,
      unless the Agent shall otherwise consent in writing, furnish to the
      Agent:

     

    (a)           
      Financial
      Statements.  Unless otherwise available in filings made with
      the Securities and Exchange Commission and available to the public through
      EDGAR:

     

    


    
      
        
          
          

        

        
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    (i)           
      Annual Financial
      Statements.  Within 90 days after each fiscal year of Parent, a
      copy of the annual audited financial statements of Parent for the fiscal year
      then ended, setting forth in comparative form the corresponding figures of
      the
      previous annual audit, all in reasonable detail, certified by (a) any of
      Deloitte Touche Tohmatsu, PricewaterhouseCoopers, Ernst & Young LLP or KPMG
      LLP or (b) such other independent certified public accountant or firm of
      independent certified public accountants as shall be selected by ACCO with
      the
      written approval of the Agent, and prepared in conformity with generally
      accepted accounting principles.

     

    (ii)           
      Quarterly Financial
      Statements.  Within 60 days after each quarter (except the last
      quarter) of each fiscal year of Parent, a copy of the unaudited financial
      statements of Parent for the fiscal quarter then ended, setting forth in
      comparative form the figures for the corresponding period of the preceding
      fiscal year and prepared in the same manner as the report referred to in the
      preceding clause (a)(i), signed by a Responsible Officer of ACCO.

     

    (b)           
      Event of
      Termination.  Provide to the Agent, as soon as reasonably
      practicable and in any event within two (2) Business Days after the Seller
      or
      the Servicer obtains knowledge of the occurrence of each Event of Termination
      or
      each event which, with the giving of notice or lapse of time or both, would
      constitute an Event of Termination, the statement of a Responsible Officer
      of
      such Person setting forth details of such Event of Termination or event and
      the
      action which such Person has taken and proposes to take with respect
      thereto.

     

    (c)           
      Investor Reports;
      Investment Certificates.  Provide to the Agent (a) an Investor
      Report (i) on or prior to the second Business Day prior to each Settlement
      Date
      with respect to the most recently ended Monthly Period and (ii) following an
      Event of Termination, at such other times as the Agent may from time to time
      reasonably request with respect to such periods of time as the Agent may specify
      and (b) at the time of each Capital Purchase, prior to or concurrently with
      the
      delivery of the Capital Purchase Request, an Investment Certificate which
      updates the most recent Investor Report to set forth revised calculations of
      the
      Net Receivables Balance, the Aggregate Reserves and the Purchaser Interest
      after
      giving effect to such Capital Purchase.

     

    (d)           
      Reporting on
      Litigation and Adverse Effects.  As soon as practicable, and in
      any event within five Business Days after a Responsible Officer of the Seller
      or
      the Servicer becomes aware thereof, give the Agent written notice of (x) the
      commencement of all actions, suits and proceedings before any Governmental
      Authority or arbitrator affecting the Seller or the Servicer that (i) seeks
      injunctive or similar relief which would be reasonably likely to have a Material
      Adverse Effect or (ii) in the reasonable judgment of the Seller or the Servicer,
      expose the Seller or the Servicer to liability in an amount which would be
      reasonably likely to have a Material Adverse Effect or (y) the settlement of
      any
      litigation which would be reasonably likely to have a Material Adverse
      Effect.

     

    


    
      
        
          
          

        

        
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    (e)           
      ERISA.  Provide
      to the Agent, promptly and in no event more than three (3) Business Days after
      the Seller or the Servicer obtains knowledge of the occurrence thereof, notice
      of any ERISA Event.

     

    (f)           
      New Financial
      Covenants.  Provide to the Agent, as soon as reasonably
      practicable, and in any event within three (3) Business Days after the
      effectiveness thereof, a copy of any amendments to the Credit Agreement, or
      any
      successor revolving credit facilities, together with a written description
      of
      any changes in financial covenants or New Financial Covenants.

     

    (g)           
      Other
      Information.  As soon as reasonably practicable, from time to
      time, such other information, documents, records or reports respecting the
      Receivables or the conditions or operations, financial or otherwise, of such
      Person as the Agent may from time to time reasonably request in order to protect
      the interests of the Agent, the Purchaser or any Liquidity Provider under or
      as
      contemplated by this Purchase Agreement.

     

    Section
      5.03. Negative
      Covenants of the Seller.  From the Initial Purchase Date until
      the later of the Termination Date or the Final Collection Date, the Seller
      covenants and agrees with respect to itself that it shall not, without the
      written consent of the Agent:

     

    (a)           
      Sales, Liens, Etc.
      Against Receivables and Related Assets.  Except as otherwise
      provided herein, sell, assign (by operation of law or otherwise) or otherwise
      dispose of, or create or suffer to exist, any Adverse Claim upon or with respect
      to, any Transferred Receivable, Related Security or Collections, or any Lock-Box
      Account, or assign any right to receive income in respect thereof, other than
      liens for taxes not yet due and payable and other than as contemplated by this
      Purchase Agreement or the other Facility Documents.  The Seller will
      not cause or permit the Originator to grant, create, incur or suffer to exist
      any Adverse Claims upon or with respect to any inventory the sale of which
      may
      give rise to a Transferred Receivable unless it obtains or causes the relevant
      Person to obtain express agreements from the holders of such Adverse Claims
      that
      no such Adverse Claims extend to any of the Transferred Receivables, the other
      Related Security or the Lock-Box Accounts.

     

    (b)           
      Change in Business
      or
      Credit and Collection Policy.  (i) Engage in any business other
      than the purchase of Receivables Assets from the Originators under the Sale
      Agreement and activities incidental thereto; (ii)  make any change in
      the character of its business, (iii) make any change in the Credit and
      Collection Policy that would result in a material adverse effect on the
      collectibility of the Receivables Assets or the Purchaser’s and the Agent’s
      interests in the Receivables Assets, and (iv) without prior written notice
      to
      the Agent, make any material change in, or allow the Servicer or any Originator
      to make any material change in, the Credit and Collection Policy.

     

    (c)           
      Extension or Amendment
      of Receivables.  Except as otherwise permitted in Section 6.02 and
      the
      Credit and Collection Policy, extend, amend, or otherwise modify the terms
      of
      any Transferred Receivable, or amend, modify or waive any term or condition
      related to the payment or collection of any Contract related
      thereto.

     

    


    
      
        
          
          

        

        
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    (d)           
      Merger, Consolidation,
      Etc.  Sell any equity interest to any Person (other than one of
      its Affiliates) or consolidate with or merge into or with any Person, or
      purchase or otherwise acquire all or substantially all of the assets or capital
      stock, or other ownership interest of, any Person or sell, transfer, lease
      or
      otherwise dispose of all or substantially all of its assets to any Person,
      except as expressly permitted or contemplated under the terms of this Purchase
      Agreement.

     

    (e)           
      Change in Payment
      Instructions to Obligors; Lock-Box Agreements.  Add or
      terminate any bank as a Lock-Box Bank from those listed in Schedule 4.01(h) or
      make any change in its instructions to Obligors with respect to the Transferred
      Receivables regarding payments to be made to any Lock-Box Account at a Lock-Box
      Bank, unless the Agent shall have received (i) 30 days’ prior notice of such
      addition, termination or change; (ii) written confirmation from the Seller
      that
      after the effectiveness of any such termination, there shall be at least one
      (1)
      Lock-Box Account in existence; and (iii) prior to the effective date of such
      addition, termination or change, (x) executed copies of Lock-Box Agreements
      executed by each new Lock-Box Bank, the Seller, the Servicer and the Agent
      and
      (y) copies of all agreements and documents signed by the Seller, the Servicer
      or
      an Originator, as applicable, or otherwise provided by the respective Lock-Box
      Bank with respect to any new Lock-Box Account.

     

    (f)           
      Change in Name or
      Jurisdiction of Organization.  Make any change to its name or
      use any trade names, fictitious names, assumed names or “doing business as”
names or change its jurisdiction of organization unless the Seller shall have
      (i) given at least 30 days’ prior written notice to the Agent and (ii) taken and
      completed all action required by Section
      5.01(f).

     

    (g)           
      Indebtedness;
      Guarantees.  (i) Create, incur, assume or suffer to exist any
      indebtedness or other obligations except for (w) indebtedness to the Agent,
      the
      Purchaser, any Originator, the Servicer or any Affected Party expressly
      contemplated hereunder, (x) indebtedness to the Originator pursuant to the
      Sale
      Agreement or any other Facility Document (y) deferred taxes or (z) indebtedness
      for ordinary course expenses not to exceed $10,000 in the aggregate at any
      time
      or (ii) guarantee, endorse or otherwise be or become contingently liable
      (including by agreement to maintain balance sheet tests) in connection with
      the
      obligations of any other Person, except endorsements of negotiable instruments
      for deposit or collection in the ordinary course of business.

     

    (h)           
      Limitation on
      Transactions with Affiliates.  Enter into, or be a party to any
      transaction with any Affiliate of the Seller, except for:

     

    (i)           
      the transactions contemplated by the Sale Agreement and the other Facility
      Documents;

     

    (ii)           
      to the extent not otherwise prohibited under this Purchase Agreement, other
      transactions in the nature of employment contracts and directors’ fees, upon
      fair and reasonable terms materially no less favorable to the Seller than would
      be obtained in a comparable arm’s-length transaction with a Person not an
      Affiliate; and

     

    


    
      
        
          
          

        

        
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    (iii)           
      transactions between the Seller and the Originator, which transactions consist
      of ordinary course of business transactions between a parent corporation and
      its
      subsidiary.

     

    (i)           
      Facility
      Documents.  Terminate, amend or otherwise modify any Facility
      Document or grant any waiver or consent thereunder.

     

    (j)           
      Organizational
      Documents. Change, amend, alter or otherwise modify its Charter Documents
      without the prior written consent of the Agent.

     

    (k)           
      Investments.  Except
      as otherwise expressly permitted hereunder or under the other Facility
      Documents, make any investment in, or make or accrue loans or advances of money
      to, any Person, including any Stockholder, director, officer or employee of
      the
      Seller, Parent, ACCO, the Originators or any of Parent’s, ACCO’s or the
      Originators’ other Subsidiaries, through the direct or indirect lending of
      money, holding of securities or otherwise, except with respect to the
      Transferred Receivables, investments of Collections or other funds in Permitted
      Investments.

     

    (l)           
      ERISA.  The
      Seller shall not and shall not cause or permit any of its ERISA Affiliates
      to
      cause or permit to occur an ERISA Event or any other event that could result
      in
      the imposition of a Lien on the Transferred Receivables under Section 412 of
      the
      IRC or Section 302 or 4068 of ERISA.

     

    (m)           
      Actions Affecting
      Rights.  The Seller shall not (i) take any action, or fail to
      take any action, if such action or failure to take action may interfere with
      the
      enforcement of any rights hereunder or under the other Facility Documents,
      including rights with respect to the Receivables Assets; (ii) except as
      permitted under this Purchase Agreement and the other Facility Documents, waive
      or alter any rights with respect to the Receivables Assets (or any agreement
      or
      instrument relating thereto); or (iii) fail to pay any tax, assessment, charge,
      fee or other obligation with respect to the Receivables Assets, or fail to
      defend any action, if such failure to pay or defend may adversely affect the
      priority or enforceability of the perfected title of the Agent to or security
      interest in, and the beneficial ownership or security interest of the Agent
      in,
      the Receivables Assets or, prior to a Purchase hereunder, the Seller’s right,
      title or interest therein.

     

    Section
      5.04. Negative
      Covenants of the Servicer.  From the Initial Purchase Date
      until the later of the Termination Date or the Final Collection Date, the
      Servicer will not, without the written consent of the Agent:

     

    (a)           
      Sales, Liens, Etc.
      Against Receivables and Related Assets.  Assert any ownership
      interest in any of the Receivables Assets.

     

    (b)           
      Change in Business
      or
      Credit and Collection Policy.  Make any change in the Credit
      and Collection Policy that would result in a material adverse effect on the
      collectibility of the Receivables Assets or the Purchaser’s and the Agent’s
      interests in the Receivables Assets, and without prior notice to the Agent,
      make
      any material change in, or allow the Servicer or any Originator to make any
      material change in, the Credit and Collection Policy.

     

    


    
      
        
          
          

        

        
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    (c)           
      Extension or Amendment
      of Receivables.  Except as otherwise permitted in Section 6.02 and
      the
      Credit and Collection Policy, extend, amend, or otherwise modify the terms
      of
      any purchased Receivable, or amend, modify or waive any term or condition
      related to the payment or collection of any Contract related
      thereto.

     

    (d)           
      Change in Payment
      Instructions to Obligors; Lock-Box Agreements.  Add or
      terminate any bank as a Lock-Box Bank from those listed in Schedule 4.01(h) or
      make any change in its instructions to Obligors regarding payments to be made
      to
      any Lock-Box Account at a Lock-Box Bank, unless the Agent shall have received
      (i) 30 days’ prior notice of such addition, termination or change; (ii) written
      confirmation from the Seller that after the effectiveness of any such
      termination, there shall be at least one (1) Lock-Box Account in existence;
      and
      (iii) prior to the effective date of such addition, termination or change,
      (x)
      executed copies of Lock Box Agreements executed by each new Lock-Box Bank,
      the
      Seller, the Servicer and the Agent and (y) copies of all agreements and
      documents signed by the Seller, the Servicer or an Originator, as applicable,
      or
      otherwise provided by the respective Lock Box Bank with respect to any new
      Lock
      Box Account.

     

    ARTICLE
      VI

     

    ADMINISTRATION
      OF RECEIVABLES

     

    Section
      6.01. Designation of
      Servicer.  (a) The servicing, administering and collection of
      the Receivables shall be conducted by the Servicer so designated from time
      to
      time in accordance with this Section
      6.01.  Until the Agent gives notice to the Seller and the
      Servicer of the designation of a new Servicer following a Servicer Default,
      ACCO
      is hereby designated as, and hereby agrees to perform the duties and obligations
      of, the Servicer pursuant to the terms hereof.  The Agent may at any
      time following a Servicer Default designate as Servicer any Person (including
      itself) to succeed ACCO or any successor Servicer, on the condition in each
      case
      that any such Person so designated shall agree to perform the duties and
      obligations of the Servicer pursuant to the terms hereof. ACCO agrees that,
      upon
      its replacement as Servicer by the Agent, it will take such actions as the
      Agent
      may reasonably require and otherwise cooperate with the Agent and the successor
      Servicer in effecting the termination of its responsibilities and rights as
      Servicer hereunder, including, without limitation, (i) assisting the successor
      Servicer in enforcing all rights under the Receivables and Related Security,
      (ii) transferring, promptly upon receipt, to the successor Servicer any
      Collections or other amounts related to the Receivables received by ACCO, (iii)
      transferring to the successor Servicer all Records held by or under the control
      of ACCO to the extent permitted by applicable agreement and by law and (iv)
      following the replacement of ACCO as Servicer, permit the successor Servicer
      to
      have access to all tapes, discs, diskettes and related property containing
      information concerning the Receivables and the Records and permit the successor
      Servicer to use all computer software that may facilitate the Servicer’s access
      to and use of such information to the extent permitted by applicable agreements
      or by law, provided, however,
      that the
      Seller will use its commercially reasonable efforts to obtain consents from
      licensors if necessary to permit the successor Servicer’s use of computer
      software.  Upon the replacement of ACCO as Servicer, ACCO shall no
      longer be entitled to the Servicer Fee accruing from and after the effective
      date of such replacement.

     

    


    
      
        
          
          

        

        
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    (b)           
      ACCO shall be permitted to delegate any of its duties or responsibilities as
      Servicer to any Affiliate, and may delegate such duties to other parties as
      are
      customarily outsourced to third parties, provided that no such delegation shall
      relieve ACCO from any obligations hereunder and ACCO shall remain primarily
      liable for the full and prompt performance of its duties and responsibilities
      hereunder. If at any time the Agent shall designate as Servicer any Person
      other
      than ACCO, all duties and responsibilities theretofore delegated by ACCO may,
      at
      the discretion of the Agent, be terminated forthwith on notice given by the
      Agent to ACCO and the Seller.

     

    (c)           
      Notwithstanding the foregoing subsection (b), (i) ACCO shall be and remain
      primarily liable to the Agent and the Purchaser for the full and prompt
      performance of all duties and responsibilities as the Servicer hereunder until
      a
      new Servicer is designated pursuant to Section 6.01 and (ii) the Agent and
      the
      Purchaser shall be entitled to deal exclusively with ACCO in matters relating
      to
      the discharge by the Servicer of its duties and responsibilities hereunder
      until
      a new Servicer is designated pursuant to Section 6.01. The Agent and the
      Purchaser shall not be required to give notice, demand or other communication
      to
      any Person other than the Person acting as Servicer in order for communication
      to the Servicer and its sub-servicer or other delegate with respect thereto
      to
      be accomplished. At all times that ACCO is the Servicer, it shall be responsible
      for providing any sub-servicer or other delegate of the Servicer with any notice
      given to the Servicer under this Purchase Agreement.

     

    Section
      6.02. Duties of the
      Servicer.  (a) The Servicer shall take or cause to be taken all
      such actions as it deems necessary or advisable to collect each Receivable
      from
      time to time and to enforce collection of the Receivables Assets, all in
      accordance with applicable laws, rules and regulations, with reasonable care
      and
      diligence, and in accordance with the Credit and Collection
      Policy.  Each of the Seller, the Purchaser, each Liquidity Provider
      and the Agent hereby appoints as its nominee the Servicer, from time to time
      designated pursuant to Section 6.01, to
      enforce its respective rights and interests in and under the Receivables and
      the
      Related Security.  The Servicer is authorized to (i) in accordance
      with the Credit and Collection Policy, alter, amend or modify the terms of
      any
      Transferred Receivable, provided that no such modification shall have the effect
      of any Transferred Receivable becoming an Eligible Receivable if such
      Transferred Receivable was not an Eligible Receivable prior to such modification
      or would have ceased to be an Eligible Receivable but for such modification,
      and
      (ii) after any Transferred Receivable becomes a Defaulted Receivable and to
      the
      extent permitted under and in compliance with applicable law, commence
      proceedings with respect to the enforcement of payment of any such Receivable
      and the Contract therefor and adjust, settle or compromise any payments due
      thereunder, in each case to the same extent as the applicable Originator could
      have done if it had continued to own such Transferred Receivable.  In
      no event shall the Servicer be entitled to make the Agent, the Purchaser or
      any
      Liquidity Provider a party to any litigation without the Agent’s express prior
      written consent.  Each of the Seller, each Originator, the Agent and
      the Purchaser shall furnish the Servicer with any powers of attorney and other
      documents reasonably necessary or appropriate to enable the Servicer to carry
      out its servicing and administrative duties hereunder.

     

    (b)           
      The Servicer shall collect or cause to be collected, at its sole cost and
      expense in consideration of the Servicer Fee, all amounts due or to become
      due
      under the Receivables Assets, and shall set aside for the account of the
      Purchaser and the Liquidity Providers the

     

    


    
      
        
          
          

        

        
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    Collections
      of Receivables in accordance with Section 2.04, provided,
      that, until
      the Agent notifies the Servicer to the contrary following an Event of
      Termination, neither the Servicer nor the Seller shall be required to segregate
      the funds constituting Collections prior to the remittance or deposit thereof
      into the Collection Account in accordance with Section
      2.04.  At any time following an Event of Termination, the Agent
      may require the Servicer and the Seller to segregate and deposit the Collections
      of Receivables into the Collection Account or such other account as shall have
      been designated by the Agent, or set aside for the Purchaser and the Liquidity
      Providers, within two Business Days following receipt by the Servicer of such
      Collections.  The Seller shall deliver to the Servicer, and the
      Servicer shall hold in trust for the Seller, the Purchaser and the Liquidity
      Providers in accordance with their respective interests, all
      Records.  Notwithstanding anything to the contrary contained herein,
      at any time after an occurrence of an Event of Termination, the Agent shall
      have
      the absolute and unlimited right to direct the Servicer to commence or settle
      any legal action to enforce collection of any Transferred Receivable or to
      foreclose upon or repossess any Related Security; provided that the
      Agent has given the Servicer five (5) Business Days’ prior notice and during
      such notice period the Outstanding Balance of such Receivable has not been
      reduced to zero.  The Servicer’s authorization under this Purchase
      Agreement shall terminate on the Final Collection Date.  The Servicer
      shall perform and observe all the terms and provisions of the Contracts to
      be
      performed or observed by it, and maintain the Contracts in full force and
      effect.

     

    (c)           
      Upon discovery by the Servicer or the Buyer that the Servicer has breached
      Section 6.02(a) and such breach materially impairs the value of the applicable
      Transferred Receivable, the party discovering the same shall give prompt written
      notice thereof to the other parties hereto. The Servicer shall, if requested
      by
      notice from the Buyer, on the first Business Day following receipt of such
      notice, repurchase such Transferred Receivable from the Buyer for cash in an
      amount equal to the Outstanding Balance of such Transferred
      Receivable.

     

    Section
      6.03. Rights of the
      Agent.  (a) The Seller hereby transfers to the Agent control
      and ownership of each Lock-Box Account, and the Seller hereby agrees to take
      any
      further action necessary that the Agent may reasonably request to effect such
      transfer.  The Agent is hereby authorized, at any time after an
      occurrence of an Event of Termination, to notify any or all of the Lock-Box
      Banks to remit all amounts deposited in the applicable Lock-Box Accounts
      directly to the Agent or its designee.  At any time following an Event
      of Termination (provided that the Agent has given the Seller five (5) Business
      Days’ notice, and during such notice period the event or condition giving rise
      to the Event of Termination has not been cured), or a Servicer Default, or
      the
      designation of a Servicer other than ACCO pursuant to Section 6.01, (i) the
      Agent may notify (or may direct the Servicer to notify) at any time the Obligors
      of Transferred Receivables, or any of them, of the Purchaser’s and the Liquidity
      Providers’ interest in Receivables Assets and direct such Obligors, or any of
      them, that payment of all amounts payable under any Transferred Receivable
      be
      made directly to the Agent or its designee; (ii) the Seller shall, at the
      Agent’s request and at the Seller’s expense, give notice of the Purchaser’s and
      the Liquidity Providers’ interest in Transferred Receivables to each Obligor and
      direct that payments be made directly to the Agent or its designee; and (iii)
      each of the Seller, the Purchaser and the Liquidity Providers hereby authorizes
      the Agent to take any and all steps in the Seller’s name and on behalf of the
      Seller, the Purchaser and the Liquidity Providers necessary or desirable, in
      the
      determination of the Agent, to collect all amounts due under any and
      all

     

    


    
      
        
          
          

        

        
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    Transferred
      Receivables, including, without limitation, endorsing the Seller’s name on
      checks and other instruments representing Collections and enforcing such
      Transferred Receivables.

     

    (b)           
      The Agent shall not terminate any bank as a Lock-Box Bank from those listed
      in
      Schedule 4.01(h) or make any change in its instructions to Obligors with respect
      to the Transferred Receivables regarding payments to be made to any Lock-Box
      Account at a Lock-Box Bank, unless an Event of Termination has
      occurred.

     

    Section
      6.04. Responsibilities
      of the Seller.  Anything herein to the contrary
      notwithstanding, the Seller shall (i) perform all of its obligations under
      the
      Receivables to the same extent as if Receivables Assets had not been assigned
      hereunder and the exercise by Agent of its rights hereunder shall not relieve
      Seller from such obligations and (ii) pay when due any taxes, including without
      limitation, sales, excise and personal property taxes payable in connection
      with
      the Receivables.  None of the Agent, the Purchaser or the Liquidity
      Providers shall have any obligation or liability with respect to any Receivables
      or Receivables Assets, nor shall any of them be obligated to perform any of
      the
      obligations of the Seller thereunder.

     

    Section
      6.05. Further Action
      Evidencing Agent’s Interest.  Each of the Seller and the
      Servicer agrees that from time to time, at its expense, it will promptly execute
      and deliver all further instruments and documents, and take all further actions
      that the Agent may reasonably request in order to perfect, protect or more
      fully
      evidence the interest of the Agent granted hereunder or enable the Agent to
      exercise or enforce any of its rights hereunder.  Without limiting the
      generality of the foregoing, within thirty (30) days after the Closing Date,
      each of the Seller and the Servicer will (i) mark its master data processing
      records evidencing such Receivables with a legend, reasonably acceptable to
      the
      Agent, evidencing that an interest therein has been assigned to the Agent under
      this Purchase Agreement, (ii) direct all inquires regarding the Receivables
      to a
      Responsible Officer for further details, and (iii) upon the request of the
      Agent, prepare and file such financing statements, continuation statements
      or
      amendments thereto or assignments thereof, and execute and file such other
      instruments or notices, as may be necessary or appropriate or as the Agent
      may
      reasonably request in order to maintain perfection of the security interest
      of
      the Purchaser in the Receivables Assets.  The Seller hereby authorizes
      the Agent, prior to the Final Collection Date, to file one or more financing
      statements, continuation statements and amendments thereto and assignments
      thereof, relative to all or any of the Receivables and the Related Security
      now
      existing or hereafter arising without the signature of the Seller where
      permitted by law.   If the Seller or Servicer fails to perform
      any of its agreements or obligations under this Purchase Agreement and if such
      failure is continuing, the Agent may (but shall not be required to) itself
      perform, or cause performance of, such agreement or obligation, and the expenses
      of the Agent incurred in connection therewith shall be payable by the Seller
      or
      the Servicer, as applicable, upon the Agent’s demand therefor.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      VII

     

    EVENTS
      OF
      TERMINATION

     

    Section
      7.01. Events of
      Termination.  If any of the following events (“Events of
      Termination”) shall occur:

     

    (a)           
      The Seller or the Servicer shall fail to make any payment or deposit to be
      made
      by it hereunder when due and payable and any such failure shall remain
      unremedied for one (1) Business Day after the earlier of (i) knowledge by a
      responsible officer of the Seller or (ii) written notice thereof has been given
      by the Agent to the Seller; or

     

    (b)           
      The Seller shall fail to perform or observe any term, covenant or agreement
      contained in this Purchase Agreement or any other Facility Document on its
      part
      to be performed or observed and any such failure shall remain unremedied for
      ten
      (10) Business Days after the earlier of (i) knowledge by a responsible officer
      of the Seller or (ii) written notice thereof has been given by the Agent to
      the
      Seller; or

     

    (c)           
      The Parent, Servicer or any Originator shall fail to perform or observe any
      term, covenant or agreement contained in this Purchase Agreement, the Sale
      Agreement, the Performance Guaranty or any other Facility Document on its part
      to be performed or observed and any such failure shall remain unremedied for
      ten
      (10) Business Days after the earlier of (i) knowledge by a Responsible Officer
      of the Parent, Servicer or applicable Originator or (ii) written notice thereof
      has been given by the Agent to the Parent, Servicer or applicable Originator;
      or

     

    (d)           
      The Seller or the Servicer shall fail to deliver an Investor Report or
      Investment Certificate as required by Section 5.02(c) hereof and such failure
      shall remain unremedied for two (2) Business Days after the earlier of (i)
      knowledge by a responsible officer of the Seller or (ii) written notice thereof
      has been given by the Agent to the Seller; or

     

    (e)           
      Any representation or warranty made or deemed to be made by the Parent (or
      any
      of its officers) under or in connection with the Performance Guaranty or the
      Seller or the Servicer (or any of its officers) under or in connection with
      this
      Purchase Agreement, any Investor Report, any Investment Certificate, any Capital
      Purchase Request or other information or report delivered pursuant hereto shall
      prove to have been false or incorrect in any material respect when made;
      or

     

    (f)           
      Except to the extent permitted by the terms hereof, the Purchaser shall cease
      to
      have a valid and perfected first priority security interest in each Receivable
      and the Related Security and Collections with respect thereto; or

     

    (g)           
      (i) The Seller, Parent, ACCO, any Originator or the Servicer shall admit in
      writing its inability to pay its debts generally, or shall make a general
      assignment for the benefit of creditors; or any proceeding shall be instituted
      by or against the Seller, Parent, ACCO, any Originator or the Servicer seeking
      to adjudicate it a bankrupt or

     

    


    
      
        
          
          

        

        
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    insolvent,
      or seeking liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief, or composition of it or its debts under any law relating
      to
      bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
      entry of an order for relief or the appointment of a custodian, receiver,
      liquidator, assignee, trustee or sequestrator (or similar official) for any
      such
      Person or for any substantial part of such Person’s assets, and, in the case of
      any such involuntary proceeding instituted against Parent, ACCO, any Originator
      or the Servicer (but not instituted by Parent, ACCO, any Originator or the
      Servicer), such proceeding shall remain either undismissed or unstayed for
      a
      period of 60 days; or (ii) the Seller’s, Parent’s, ACCO’s, any
      Originator’s, or the Servicer’s Board of Directors shall vote affirmatively to
      authorize any of the actions set forth in clause (i) above in
      this subsection
      (g); or

     

    (h)           
      As of the last day of any Monthly Period, (1) the average of the respective
      Delinquency Ratios determined as of each of the three then most recently ended
      Monthly Periods shall exceed 5.00%, (2) the average of the respective Default
      Ratios determined as of each of the three then most recently ended Monthly
      Periods shall exceed 9.50%, (3) the average of the respective Dilution Ratios
      determined as of each of the three then most recently ended Monthly Periods
      shall exceed 18.00%, or (4) the average of the respective Loss-to-Liquidation
      Ratios determined as of each of the three then most recently ended Monthly
      Periods shall exceed 1.00%; or

     

    (i)           
      As of the close of business on any date, the sum of (i) the aggregate Capital
      plus (ii) the
      Aggregate Reserves would exceed the Net Receivables Balance (after giving effect
      to any increases or reductions to Capital on such date) and such excess shall
      remain outstanding for two (2) Business Days; or

     

    (j)           
      There shall have occurred any event which materially adversely affects the
      collectibility of the Transferred Receivables, taken as a whole, or there shall
      have occurred any other event which materially adversely affects the ability
      of
      the Servicer to collect Receivables or the ability of the Servicer, any
      Originator or the Seller to perform its obligations under this Purchase
      Agreement or the other Facility Documents to which it is a party;
      or

     

    (k)           
      At any time, a Change of Control shall occur; or

     

    (l)           
      (x) The Seller shall fail to pay any principal of or premium or interest on
      any
      indebtedness for borrowed money when the same becomes due and payable (whether
      by scheduled maturity, required prepayment, acceleration, demand or otherwise)
      or (y) Parent, ACCO or any Originator shall fail to pay any principal of or
      premium or interest on any indebtedness for borrowed money having a principal
      amount of $20,000,000 or greater when the same becomes due and payable after
      the
      applicable grace period (whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise) and, with respect to clause (y), the maturity
      of such indebtedness for borrowed money has been accelerated, and such
      acceleration has not been rescinded; or

     

    


    
      
        
          
          

        

        
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    (m)           
      The occurrence of a Financial Covenant Default and the maturity of the
      indebtedness for borrowed money outstanding under the Credit Agreement has
      been
      accelerated, and such acceleration has not been rescinded; or

     

    (n)           
      A final judgment or judgments for the payment of money in excess of $20,000,000
      in the aggregate at any time outstanding shall be rendered against the Servicer,
      Parent, ACCO, any Originator or any Affiliate thereof and the same shall not,
      within 30 days after the entry thereof, have been discharged or execution
      thereof stayed or bonded pending appeal, or shall not have been discharged
      prior
      to the expiration of any such stay; or

     

    (o)           
      Any judgment or order for the payment of money shall be rendered against the
      Seller; or

     

    (p)           
      Any Governmental Authority (including the IRS or the PBGC) shall file notice
      of
      a Lien with regard to any assets of any Originator, Parent or ACCO (other than
      a
      Lien (i) limited by its terms to assets other than Transferred Receivables,
      (ii)
      not materially adversely affecting the financial condition of such Originator,
      the ability of Parent to perform under the Performance Guaranty or the ability
      of ACCO to perform as Servicer hereunder or (iii) the validity of which is
      being
      contested in good faith by appropriate proceedings); or

     

    (q)           
      Any Governmental Authority (including the IRS or the PBGC) shall file notice
      of
      a Lien with regard to any of the assets of the Seller, other than a lien the
      validity of which is being contested in good faith by appropriate proceedings;
      or

     

    (r)           
      The Seller shall have received an Election Notice pursuant to Section 2.01(a) of
      the Sale Agreement;

     

    then,
      and
      in any such event, the Agent, on behalf of the Purchaser may, by notice to
      the
      Seller declare the Termination Date to have occurred, except that, in
      the
      case of any event described in clause (i) of subsection
      (g) above,
      the Termination Date shall be deemed to have occurred automatically upon the
      occurrence of such event.  Upon any such declaration or automatic
      occurrence, the Agent and the Purchaser shall have, in addition to all other
      rights and remedies under this Purchase Agreement or otherwise, all other rights
      and remedies provided under the UCC of the applicable jurisdiction and other
      applicable laws, which rights shall be cumulative.  Upon the
      occurrence of the Termination Date, all indebtedness and other liabilities
      and
      obligations of the Seller to the Purchaser and/or the Agent, arising under
      or in
      connection with this Purchase Agreement and the other Facility Documents
      (including, without limitation, (x) all Capital and (y) Yield, fees, expense
      reimbursements, indemnifications, and other amounts due or to become due under
      this Purchase Agreement) shall be immediately due and payable; it being
      understood that Capital shall be payable only out of amounts received in respect
      of the Receivables Assets and amounts otherwise payable pursuant to the terms
      of
      this Purchase Agreement, including, without limitation, the amounts payable
      pursuant to Article VIII.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      VIII

     

    INDEMNIFICATION

     

    Section
      8.01. Indemnities by
      the Seller.  Without limiting any other rights which any
      Affected Party may have hereunder or under applicable law, the Seller hereby
      agrees to indemnify the Purchaser, BTMU, individually and in its capacity as
      Agent, and any Liquidity Provider (the “Indemnified
      Parties”), from and against any and all damages, losses, claims,
      liabilities and related costs and expenses, including reasonable attorneys’ fees
      and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”)
      awarded against or incurred by such Indemnified Party to the extent relating
      to
      or arising from any of the following:

     

    (a)           
      reliance on any representation or warranty made or deemed made by the Seller
      or
      the Servicer on its behalf (or any of its officers) under or in connection
      with
      this Purchase Agreement or any other Facility Document to which it is a party
      or
      on any other information delivered by the Seller (or the Servicer on its behalf)
      pursuant hereto or thereto that shall have been incorrect in any material
      respect when made or deemed made or delivered;

     

    (b)           
      the failure by the Seller to comply with any term, provision or covenant
      contained in this Purchase Agreement, the Sale Agreement or any other Facility
      Document to which it is party or with any applicable law, rule or regulation
      with respect to any Transferred Receivable or the Related Security, or the
      nonconformity of any Transferred Receivable or the Related Security with any
      such applicable law, rule or regulation;

     

    (c)           
      any products liability claim or personal injury or property damage suit or
      other
      similar or related claim or action of whatever sort arising out of or in
      connection with goods, merchandise and/or services the sale, lease or provision
      of which gave rise to any Transferred Receivable;

     

    (d)           
      the failure to pay when due any taxes, including, without limitation, sales,
      excise or personal property taxes payable by the Seller, ACCO or any Originator
      in connection with the Receivables Assets and taxes and other charges to be
      paid
      under Section
      2.08;

     

    (e)           
      the failure of the Seller and the Agent to have a perfected Lien on any Related
      Security which secures the payment of a Receivable;

     

    (f)           
      the failure to vest and maintain vested in the Agent or to transfer to the
      Agent, on behalf of the Purchaser and the Liquidity Providers, a first priority
      perfected ownership or security interest in the Transferred Receivables
      (including as a result of any failure to file, or any delay in filing, financing
      statements or other similar instruments or documents under the UCC or other
      applicable laws against the Seller with respect to any Receivables Assets),
      together with all Collections and Related Security, free and clear
      of

     

    


    
      
        
          
          

        

        
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    any
      Adverse Claim, whether existing at the time such Receivable arose or at any
      time
      thereafter;

     

    (g)           
      any dispute, claim, offset or defense (other than discharge in bankruptcy of
      the
      Obligor) of the Obligor to the payment of any Transferred Receivable (including,
      without limitation, a defense based on such Transferred Receivable not being
      a
      legal, valid and binding obligation of such Obligor enforceable against it
      in
      accordance with its terms), or any other dispute or claim resulting from the
      sale or lease of the goods, merchandise and/or services related to such
      Transferred Receivable or the furnishing or failure to furnish such goods,
      merchandise and/or services;

     

    (h)           
      the commingling of Collections at any time with other funds, whether by the
      Servicer, the Seller or any of their respective Affiliates;

     

    (i)           
      the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account
      pursuant to the instructions of the Servicer, the Seller or the Agent, whether
      by reason of the exercise of setoff rights or otherwise; and

     

    (j)           
      the failure of any Transferred Receivable included in the Net Receivables
      Balance to satisfy, as of the date of such calculation, the requirements of
      eligibility contained in the definition of “Eligible Receivable”;

     

    provided,
      that the
      Seller shall have no obligation to indemnify any Indemnified Party for (i)
      any
      Indemnified Amounts to the extent resulting from gross negligence or willful
      misconduct on the part of such Indemnified Party, (ii) recourse for
      uncollectible or uncollected Receivables or (iii) any income tax or franchise
      tax which is excluded from the definition of “Indemnified Taxes”, except to the
      extent that the incurrence of any such tax results from a breach or default
      by
      such Seller under this Purchase Agreement or any other Facility
      Document.  Any amounts subject to the indemnification provisions of
      this Section
      8.01 shall be paid by the Seller to the Agent within five (5) Business
      Days following Agent’s demand therefor, which demand shall include a statement
      by the Agent calculating the amount to be paid by the Seller.

     

    Section
      8.02. Indemnities by
      the Servicer.  Without limiting any other rights which any
      Affected Party may have hereunder or under applicable law, the Servicer hereby
      agrees to indemnify each Indemnified Party for Indemnified Amounts arising
      out
      of or resulting from:

     

    (a)           
      reliance on any representation or warranty made or deemed made by the Servicer
      (or any of its officers) under or in connection with this Purchase Agreement
      or
      any other Facility Document to which it is a party or on any other information
      delivered by the Servicer pursuant hereto or thereto that shall have been
      incorrect in any material respect when made or deemed made or
      delivered;

     

    (b)           
      the failure by the Servicer to comply with any term, provision or covenant
      contained in this Purchase Agreement or any other Facility Document, any
      applicable law, rule or regulation with respect to any Transferred Receivable
      or
      the Contract therefor, or the nonconformity of any Transferred Receivable or
      the
      Contract therefor with any such applicable law, rule or regulation;

     

    


    
      
        
          
          

        

        
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    (c)           
      the imposition of any Adverse Claim with respect to any Transferred Receivable
      as a result of any action taken by the Servicer; or

     

    (d)           
      the commingling of Collections with respect to Transferred Receivables by the
      Servicer at any time with its other funds or the funds of any other
      Person;

     

    provided,
      that the
      Servicer shall have no obligation to indemnify any Indemnified Party for (i)
      any
      Indemnified Amounts to the extent resulting from gross negligence or willful
      misconduct on the part of such Indemnified Party, (ii) recourse for
      uncollectible or uncollected Receivables or (iii) any income tax or franchise
      tax which is excluded from the definition of “Indemnified Taxes”, except to the
      extent that the incurrence of any such tax results from a breach or default
      by
      such Servicer under this Purchase Agreement or any other Facility
      Document.

     

    ARTICLE
      IX

     

    MISCELLANEOUS

     

    Section
      9.01. Amendments,
      Etc.  No amendment to or waiver of any provision of this
      Purchase Agreement nor consent to any departure by the Seller, shall in any
      event be effective unless the same shall be in writing and signed by (i) the
      Seller, the Agent and the Purchaser (with respect to an amendment) or (ii)
      the
      Agent and the Purchaser (with respect to a waiver or consent by them) or the
      Seller (with respect to a waiver or consent by it), as the case may be, and
      then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given; provided, however,
      that no such
      amendment, modification or waiver shall affect the rights or duties of the
      Servicer hereunder without the prior written consent of the
      Servicer.  This Purchase Agreement contains a final and complete
      integration of all prior expressions by the parties hereto with respect to
      the
      subject matter hereof and shall constitute the entire agreement (together with
      the exhibits hereto) among the parties hereto with respect to the subject matter
      hereof, superseding all prior oral or written understandings.

     

    Section
      9.02. Notices,
      Etc.  All notices and other communications provided for
      hereunder shall, unless otherwise stated herein, be in writing and shall be
      personally delivered or sent by registered or certified mail, postage prepaid,
      or by courier, to each party hereto, at its address set forth under its name
      on
      the signature pages hereof or at such other address as shall be designated
      by
      such party in a written notice to the other parties hereto.  All such
      notices and communications shall be effective upon receipt.

     

    Section
      9.03. No Waiver;
      Remedies.  No failure on the part of the Agent, the Purchaser
      or any Liquidity Provider to exercise, and no delay in exercising, any right
      hereunder shall operate as a waiver thereof; nor shall any single or partial
      exercise of any right hereunder preclude any other or further exercise thereof
      or the exercise of any other right.  The remedies herein provided are
      cumulative and not exclusive of any remedies provided by law.

     

    Section
      9.04. Binding Effect;
      Assignability.  (a) This Purchase Agreement shall be binding
      upon and inure to the benefit of the Seller, the Servicer, the Agent, the
      Purchaser and their respective successors and permitted assigns (which
      successors of the Seller shall include a trustee in bankruptcy).  This
      Purchase Agreement shall create and constitute the continuing

     

    


    
      
        
          
          

        

        
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    obligations
      of the parties hereto in accordance with its terms, and shall remain in full
      force and effect until the Final Collection Date; provided, however,
      that the
      rights and remedies with respect to any breach of any representation and
      warranty made by the Seller pursuant to Article IV and the
      indemnification and payment provisions of Sections 2.06, 2.07,
2.08,
Article
      VIII and this
Section 9.04
      shall be continuing and shall survive any termination of this Purchase
      Agreement.

     

    (b)           
      The Seller may not assign any of its rights and obligations hereunder or any
      interest herein without the prior written consent of the Purchaser and the
      Agent. The Purchaser may, (i) without the consent of the Seller, assign at
      any
      time all or any portion of its rights and obligations hereunder and interests
      herein to (a) BTMU, any Affiliate of BTMU or any special purpose receivables
      investment vehicle managed by BTMU or any Affiliate of BTMU, or (b) any
      Liquidity Provider and (ii) with the consent of the Seller (such consent not
      to
      be unreasonably withheld) and the Agent, assign at any time all or any portion
      of its rights and obligations hereunder and interests herein to any Person
      not
      described in the preceding clause
      (i).  Upon any such assignment, the assignee shall succeed to
      and become vested with all the rights, powers, privileges and duties of the
      Purchaser, and the resigning Purchaser shall be discharged from its duties
      and
      obligations as Purchaser hereunder.

     

    (c)           
      Notwithstanding any other provisions of this Purchase Agreement, the Purchaser
      may at any time create a security interest in all or a portion of its rights
      under this Purchase Agreement or any other Facility Document in favor of the
      Federal Reserve Bank in accordance with Regulation A of the Board of Governors
      of the Federal Reserve System.

     

    (d)           
      Each Liquidity Provider and each other Affected Party are express third party
      beneficiaries hereof. The Originators are express third party beneficiaries
      of
      Section 9.09.

     

    Section
      9.05. GOVERNING
      LAW.  THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD
      TO
      CONFLICTS OF LAW PRINCIPLES), EXCEPT TO THE EXTENT THAT THE VALIDITY OR
      PERFECTION OF THE INTERESTS OF THE SELLER IN THE RECEIVABLES ASSETS OR REMEDIES
      HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A
      JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     

    Section
      9.06. Costs and
      Expenses.  The Seller agrees to pay on demand (i) all
      reasonable out-of-pocket costs and expenses incurred in the periodic auditing
      of
      the Seller or the Servicer pursuant to Section 5.01(c), (ii)
      all reasonable out-of-pocket costs and expenses of the Purchaser, any Liquidity
      Provider and the Agent in connection with the preparation, execution, amendment,
      waiver and enforcement of this Purchase Agreement and the other agreements
      and
      documents to be delivered hereunder and (iii) all reasonable out-of-pocket
      costs
      and expenses of the Agent, the Purchaser and any Liquidity Provider in
      connection with obtaining advice regarding their rights and remedies under
      this
      Purchase Agreement and the other documents to be delivered
      hereunder.

     

    Section
      9.07. No
      Proceedings.  The Seller, the Servicer, each Liquidity Provider
      and the Agent each hereby agrees that it will not institute against the
      Purchaser any proceeding of the

     

    


    
      
        
          
          

        

        
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    type
      referred to in clause
      (i) of Section
      7.01(g) so long as any Commercial Paper Notes shall be outstanding or
      there shall not have elapsed one year plus one day
      since
      the last day on which any such Commercial Paper Notes shall have been
      outstanding.  The
      Seller, the Servicer, each Liquidity Provider and the Agent each hereby further
      agrees that, anything contained in this Agreement or any other Facility Document
      to the contrary notwithstanding, all payments to be made by the Purchaser to
      the
      Agent or any Liquidity Provider under this Agreement shall be made by the
      Purchaser solely from available cash, which shall be limited to the (a) proceeds
      of collections and other amounts payable by or on behalf of the Seller to the
      Purchaser in connection with any of the Facility Documents and (b) proceeds
      of
      the issuance of Commercial Paper Notes (collectively “Available
      Funds”).  No
      recourse shall be had against the Purchaser for any payments to the Agent or
      any
      Liquidity Provider, either as compensation for services rendered, reimbursement
      for out of pocket expenses, indemnification, or otherwise, except to the extent
      the Purchaser has Available Funds to make such payment.

     

    Section
      9.08. Execution in
      Counterparts; Severability.  This Purchase Agreement may be
      executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which when taken together shall constitute one and the
      same
      agreement.  Delivery of an executed counterpart of a signature page to
      this Purchase Agreement by telecopier shall be effective as delivery of a
      manually executed counterpart of this Purchase Agreement.  In case any
      provision in or obligation under this Purchase Agreement shall be invalid,
      illegal or unenforceable in any jurisdiction, the validity, legality and
      enforceability of the remaining provisions or obligations, or of such provision
      or obligation in any other jurisdiction, shall not in any way be affected or
      impaired thereby.

     

    Section
      9.09. Confidentiality.  Unless
      otherwise required by applicable law or regulation to be filed publicly with
      the
      Securities and Exchange Commission or other Governmental Authority or in
      connection with any litigation or any other enforcement action, the parties
      hereto each agree to maintain the confidentiality of this Purchase Agreement
      (and all drafts thereof) in communications with third parties and otherwise;
      provided that
      this Purchase Agreement may be disclosed (i) to such parties’ legal counsel,
      accountants and auditors, (ii) to the Seller’s and the Servicer’s other
      professional advisors and other appropriate persons if they agree to hold it
      confidential, (iii) to governmental or regulatory authorities having
      jurisdiction over such parties or their direct or indirect parent companies
      or
      subsidiaries or other Affiliates, (iv) to any Person providing general liquidity
      or credit enhancement to the Purchaser, (v) to any Affiliate of any party
      hereto, (vi) to any independent financial rating agencies and (vii) to any
      Person to whom the Seller approaches for a replacement facility or similar
      facility or to whom the Purchaser proposes (with the consent of the Seller)
      to
      assign all or any portion or grant a participation in its interests and
      obligations hereunder if they agree to hold it confidential.

     

    Section
      9.10. Intended Tax
      Treatment.  The parties to this Purchase Agreement are entering
      into this Purchase Agreement with the intent that for Federal, state and local
      income and franchise tax purposes, a purchase of Receivables Assets under this
      Purchase Agreement is intended to be a loan from the Purchaser to the Seller
      secured by the Receivables Assets.  Each such party agrees to file all
      tax returns according to this characterization.

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties have caused this Purchase Agreement to be executed
      by their respective officers thereunto duly authorized, as of the date first
      above written.

     

    
      	
              SELLER:

              
              

            	
              ACCO
                BRANDS RECEIVABLES FUNDING LLC

               

              By:  /s/
                Neal V.
                Fenwick

              Name:  Neal
                V.
                Fenwick

              Title:  Manager
                and
                Vice President

            
	 	
               

              ACCO
                Brands Receivables Funding LLC

              c/o
                ACCO Brands Corporation

              300
                Tower Parkway

              Lincolnshire,
                IL  60069

              Attention:
                Steve Rubin, Senior Vice President, Secretary 

              and
                General Counsel

            
	
              SERVICER:

              
              

            	
               

              ACCO
                BRANDS USA LLC

               

              By:  /s/
                Neal V.
                Fenwick

              Name:  Neal
                V.
                Fenwick

              Title:  Vice
                President

               

            
	 	
              c/o
                ACCO Brands Corporation

              300
                Tower Parkway

              Lincolnshire,
                IL  60069

              Attention:
                Steve Rubin, Senior Vice President, Secretary and General
                Counsel  

            


    

    


    


    
      
        
          
            SIGNATURE
              PAGE TO

            RECEIVABLES
              PURCHASE AGREEMENT

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              AGENT:

              
              

            	
              BANK
                OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH., as Agent

               

              By:  /s/
                Aditya
                Reddy

              Name:  Aditya
                Reddy

              Title:  VP
                and
                Manager

            
	 	
               

              1251
                Avenue of the Americas, 10th
                Floor

              New
                York, New York  10020-1104

              Attention:  Securitization
                Group

              Facsimile:
                (212) 782-6448

               

            
	
              PURCHASER:

              
              

            	
              GOTHAM
                FUNDING CORPORATION

               

              By:  /s/
                Franklin P.
                Collazo

              Name:  Franklin
                P.
                Collazo

              Title:  Secretary

            
	 	
               

              1251
                Avenue of the Americas, 10th
                Floor

              New
                York, New York  10020-1104

              Attention:  Securitization
                Group

              Facsimile:
                (212) 782-6448

              
              

            


    

    


    


    
      
        
          
            SIGNATURE
              PAGE TO

            RECEIVABLES
              PURCHASE AGREEMENT

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      I

     

    DEFINITIONS
      AND RULES OF CONSTRUCTION

     

    Section
      1.          Certain Defined
      Terms.  The following terms shall have the following meanings
      (equally applicable to both singular and plural forms):

     

    “ACCO”
has
      the meaning
      given to such term in the preamble of the Purchase Agreement.

     

    “Additional
      Amounts”
means amounts owed by the Seller hereunder pursuant to Sections
      2.06, 2.07,
2.08,
8.01
      and 9.06 of the Purchase
      Agreement.

     

    “Adjusted
      DSO” means,
      for any Monthly Period, the product of (i) DSO multiplied by (ii)
      1.20.

     

    “Adjusted
      LIBO Rate”
for any Tranche Period means an interest rate per annum obtained by
      dividing (i)
      the LIBO Rate for such Tranche Period by (ii) a percentage equal to 100% minus
      the Eurodollar Reserve Percentage for such Tranche Period.

     

    “Adverse
      Claim” means
      any claim of ownership or any Lien, other than any ownership interest or Lien
      created under the Sale Agreement or the Purchase Agreement or any other Facility
      Document.

     

    “Affected
      Party” means
      the Purchaser, the Agent, any Liquidity Provider and any parent company
      controlling any of the foregoing.

     

    “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under direct or indirect common control with such specified
      Person and, without limiting the generality of the foregoing, shall be presumed
      to include (a) any Person which beneficially owns or holds 20% or more of any
      class of voting securities of such specified Person or 20% or more of the equity
      interest in such specified Person and (b) any Person of which such specified
      Person beneficially owns or holds 20% or more of any class of voting securities
      or in which such specified Person beneficially owns or holds 20% or more of
      the
      equity interest.  For the purposes of this definition, (i) “voting
      securities” of a Person means any securities which confer upon the holder
      thereof a right to vote with respect to the election of members of the board
      of
      directors or any analogous governing body of such Person (excluding voting
      power
      arising only upon the occurrence of a contingency), (ii) “control” when used
      with respect to any specified Person means the power to direct the management
      and policies of such specified Person, directly or indirectly, whether through
      the ownership of voting securities, by contract or otherwise, and (iii) the
      terms “controlling” and “controlled” have meanings correlative to the foregoing
clause
      (ii).

     

    “Affiliated
      Obligor”
means, with respect to any Obligor, any Obligor directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such
      Obligor and, without limiting the generality of the foregoing, shall be presumed
      to include (a) any Obligor which beneficially owns or holds 50% or more of
      any
      class of voting securities of such specified Obligor or 50% or more of the
      equity interest in such specified Obligor and

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (b)
      any
      Obligor of which such specified Obligor beneficially owns or holds 50% or more
      of any class of voting securities or in which such specified Obligor
      beneficially owns or holds 50% or more of the equity interest.  For
      the purposes of this definition, (i) “voting securities” of an Obligor means any
      securities which confer upon the holder thereof a right to vote with respect
      to
      the election of members of the board of directors or any analogous governing
      body of such Obligor (excluding voting power arising only upon the occurrence
      of
      a contingency), (ii) “control” when used with respect to any specified Obligor
      means the power to direct the management and policies of such specified Obligor,
      directly or indirectly, whether through the ownership of voting securities,
      by
      contract or otherwise, and (iii) the terms “controlling” and “controlled” have
      meanings correlative to the foregoing clause
      (ii).

     

    “Agent”
means
      BTMU, in
      its capacity as agent for the Purchaser together with its successors and
      permitted assigns.

     

    “Aggregate
      Reserves”
means, at the time of calculation, the sum of the Loss Reserve, the
      Dilution
      Reserve, the Yield Reserve and the Servicer Fee Reserve in effect at such time
      based on then outstanding Capital.

     

    “Arrangement
      Fee” has
      the meaning given to such term in the Fee Letter.

     

    “Assignee
      Rate” for
      any Tranche Period means a rate per annum equal to the sum of (i) the Adjusted
      LIBO Rate plus
      (ii) 1.50%; provided, however,
      that the
“Assignee Rate”
shall be
      equal to the Base Rate in effect from time to time (x) for any Tranche
      Period not equal to a month, (y) at any time when it is unlawful for the
      Purchaser or any Liquidity Provider to obtain funds in, or BTMU is not offering
      deposits in dollars in, the London interbank market and (z) for any Tranche
      Period as to which the Agent has not received notice, by no later than 12:00
      noon (New York City time) on the third Business Day prior to the first day
      of
      such Tranche Period, that the related Tranche shall not be funded by Commercial
      Paper Notes.

     

    “Available
      Funds”
shall mean monies then held by or on behalf of Buyer, solely to the
      extent that
      such monies do not constitute Collections of Transferred Receivables that are
      required to be identified or are deemed to be held by the Servicer pursuant
      to
      the Purchase Agreement for the benefit of, or required to be distributed to,
      the
      Agent or the Purchaser pursuant to the Purchase Agreement or required to be
      paid
      to the Servicer as the Servicer Fee, or otherwise necessary to pay current
      expenses of Buyer (in its reasonable discretion).

     

    “Bankruptcy
      Code”
means the provisions of title 11 of the United States Code, 11 U.S.C.
§ § 101
et
      seq.

     

    “Base
      Rate” means a
      fluctuating interest rate per annum equal to the higher of (i) the rate of
      interest most recently announced by BTMU or its affiliate, BTM Trust Company,
      in
      New York, New York, as its “Prime Rate” and (ii) the Federal Funds Rate most
      recently determined by the Agent plus
      0.50%.

     

    “Billed
      Amount” means,
      with respect to any Receivable, the amount billed on the Billing Date to the
      Obligor thereunder, or if the Billing Date therefor has not yet occurred, the
      amount estimated to be billed (based on services performed or merchandise sold)
      on the Billing Date to the Obligor thereunder.

     

    


    
      
        
          
          

        

        
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    “Billing
      Date” means,
      with respect to any Receivable, the date on which the invoice with respect
      thereto was generated.

     

    “Breakage
      Amount”
means, for any Tranche Period during which Capital is prepaid pursuant
      to Section 2.02(f), the
      amount, if any, by which (i) the additional Yield (calculated without taking
      into account any Breakage Amount) which would have accrued on the amount of
      the
      Capital so prepaid during such Tranche Period had such prepayment not occurred,
      exceeds (ii) the amount identified by written notice from the Agent to the
      Seller and Servicer as the income which the Purchaser or applicable Liquidity
      Providers will receive from the investment by such Person of the proceeds of
      such prepayment of Capital through the end of the relevant Tranche
      Period.

     

    “BTMU”
has
      the meaning
      given to such term in the preamble of the Purchase Agreement.

     

    “Business
      Day” means
      any day other than a Saturday, Sunday or public holiday or the equivalent for
      banks in New York City, New York or Chicago, Illinois and, if the term “Business
      Day” is used in connection with the LIBO Rate, which day is a day on which
      dealings are carried on in the London interbank market.

     

    “Buyer”
means
      ACCO
      Brands Receivables Funding LLC, a Delaware limited liability company, in its
      capacity as purchaser under the Sale Agreement.

     

    “Buyer
      Indemnified
      Party” has the meaning assigned to that term in Section 5.01 of
      the
      Sale Agreement.

     

    “Call
      Price” has the
      meaning assigned to that term in Section 2.10(a) of
      the Purchase Agreement.

     

    “Capital”
means,
      at
      any time, the sum of amounts paid to the Seller pursuant to Section 2.02(b),
      reduced from time to time by Collections received and distributed on account
      of
      such Capital pursuant to Section 2.04 of the
      Purchase Agreement.

     

    “Capital
      Purchase” has
      the meaning assigned to that term in Section 2.02(a) of
      the Purchase Agreement.

     

    “Capital
      Purchase
      Request” has the meaning assigned to that term in Section 2.02(b) of
      the Purchase Agreement.

     

    “Cash
      Management Services
      Agreement” has the meaning assigned to it in Section 4.01(v) of
      the Sale Agreement.

     

    “Change
      of Control”
means (i) the acquisition by any Person, or two or more Persons acting
      in
      concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
      Securities and Exchange Commission under the Securities Exchange Act of 1934)
      of
      35% or more of the outstanding shares of capital Stock of ACCO or Parent having
      the right to vote for the election of directors under ordinary circumstances;
      (ii) ACCO or Parent has sold, transferred, conveyed, assigned or otherwise
      disposed of all or substantially all of its assets; or (iii) ACCO shall cease
      to

     

    


    
      
        
          
          

        

        
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    own,
      free
      and clear of any Lien, directly or indirectly, all of the outstanding shares
      of
      voting stock of the Seller.

     

    “Charter
      Documents”
means, with respect to any corporation or limited liability company,
      such
      Person’s articles or certificate of incorporation or formation, as such may be
      amended or restated from time to time, and such Person’s bylaws or operating
      agreement, as such may be amended or restated from time to time.

     

    “Closing
      Date” means
      January 9, 2008.

     

    “Collection
      Account”
means the account maintained in the name of the Agent on behalf of the
      Purchaser
      as designated by the Agent from time to time.

     

    “Collections”
means,
      with respect to any Transferred Receivable, any and all related cash collections
      and proceeds, all amounts due as fees or charges for late payments, and any
      Collections deemed to have been received pursuant to Section 2.04(a) of
      the Purchase Agreement.

     

    “Commercial
      Paper
      Note” means any commercial paper note issued by the
      Purchaser.

     

    “Commitment
      Fees” has
      the meaning given to such term in the Fee Letter.

     

    “Commitment
      Termination
      Date” means January 9, 2011, unless,
      prior to such
      date (or the date so extended pursuant to this clause), upon the Seller’s
      request, made not more than 90 nor less than 45 days prior to the then
      Commitment Termination Date, the Purchaser shall in its sole discretion consent,
      which consent shall be given not more than 30 days prior to the then Commitment
      Termination Date, to the extension of the Commitment Termination Date to the
      date occurring 364 calendar days after the then Commitment Termination Date;
      provided, however,
      that any
      failure of the Purchaser to respond to the Seller’s request for such extension
      shall be deemed a denial of such request by the Purchaser.

     

    “Concentration
      Limit”
means, at any time, for (a) Obligors (other than those described in
      clause (b),
      (c), (d) or (e) below) which either do not have corporate debt ratings by
      S&P or Moody’s, or have ratings below BBB- by S&P or Baa3 by Moody’s, 4%
      of the aggregate Outstanding Balance of Receivables at such time; (b) Obligors
      (other than those described in clause (c), (d) or (e) below) with corporate
      debt
      ratings of at least BBB- by S&P or Baa3 by Moody’s, 6% of the aggregate
      Outstanding Balance of Receivables at such time; (c) Obligors (other than those
      described in clause (d) or (e) below) with corporate debt ratings of at least
      BBB+ or higher by S&P or Baa1 or higher by Moody’s, 8% of the aggregate
      Outstanding Balance of Receivables at such time; (d) Obligors (other than those
      described in clause (e) below) with corporate debt ratings of at least A or
      higher by S&P or A2 or higher by Moody’s, 10% of the aggregate Outstanding
      Balance of Receivables at such time or (e) such greater percentage (“Special Limit”) for
      any Obligor designated by the Agent in a writing from time to time multiplied
      by
      Capital at such time; provided, however,
      that in the
      case of an Obligor with any Affiliated Obligors, the Concentration Limit and
      the
      Receivables related thereto shall be calculated as if such Obligor and such
      one
      or more Affiliated Obligors were one Obligor.  The Special Limits in
      effect on the Closing Date are set forth on Exhibit
      G.  The Agent will have the

     

    


    
      
        
          
          

        

        
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    right,
      in
      its reasonable credit judgment, at any time upon five (5) Business Days’ written
      notice to reduce or cancel a Special Concentration Limit established for any
      Obligor.

     

    “Contract”
means
      any
      agreement (including any invoice) pursuant to, or under which, an Obligor shall
      be obligated to make payments with respect to any Receivable.

     

    “Contributed
      Receivables” has the meaning assigned to it in Section 2.01(b) of
      the Sale Agreement.

     

    “CP
      Rate” means, for
      any Tranche Period for any Tranche, (i) unless the Agent has determined that
      the
      Pooled CP Rate shall be applicable, the rate per annum calculated by the Agent
      to reflect the Purchaser’s cost of funding Capital during such Tranche Period,
      taking into account the weighted daily average interest rate payable in respect
      to such Commercial Paper Notes during such period (determined in the case of
      discount Commercial Paper Notes by converting the discount to an interest
      bearing equivalent per annum), and applicable placement fees and commissions;
      and (ii) to the extent the Agent has determined that the Pooled CP Rate shall
      be
      applicable, the Pooled CP Rate.

     

    “Credit
      Agreement”
means that certain Credit Agreement dated as of August 17, 2005 (as
      amended,
      restated, supplemented or otherwise modified from time to time) by and among,
      inter alia, ACCO Brands
      Corporation, the other Borrowers, Lenders and Issuers from time to time party
      thereto and Citicorp North America, Inc., as Administrative Agent.

     

    “Credit
      and Collection
      Policy” means those credit and collection policies and practices relating
      to the Receivables and Obligors described in Exhibit A to the
      Purchase Agreement.

     

    “Default
      Ratio” means,
      for any Monthly Period, the ratio (expressed as a percentage) of the aggregate
      Outstanding Balance of all Defaulted Receivables as of the last day of such
      Monthly Period divided by the aggregate Receivables as of the last day of such
      Monthly Period.

     

    “Defaulted
      Receivable”
means a Receivable at any time (i) as to which payment, or part thereof,
      remains
      unpaid for more than 60 days from the original due date for such payment, (ii)
      as to which the Obligor thereof has taken any action, or suffered any event
      to
      occur, of the type described in Section 7.01(g), or
      (iii)  which, consistent with the Credit and Collection Policy, has
      been or should be written off as uncollectible.

     

    “Delinquency
      Ratio”
means, for any Monthly Period, the ratio (expressed as a percentage)
      of the
      aggregate Outstanding Balance of all Delinquent Receivables as of the last
      day
      of such Monthly Period divided by the aggregate Receivables as of the last
      day
      of such Monthly Period.

     

    “Delinquent
      Receivable” means a Receivable that is not a Defaulted Receivable and (i)
      as to which any payment, or part thereof, remains unpaid for more than 30 days
      but less than 61 days from the original due date for such payment or (ii) which,
      consistent with the Credit and Collection Policy, has been or should be
      classified as delinquent.

     

    “Diluted
      Receivable”
means a Receivable which is either (a) reduced or canceled as a result
      of a
      Dilution Factor or (b) subject to any dispute, offset, counterclaim or
      defense

     

    


    
      
        
          
          

        

        
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    whatsoever,
      (except the discharge in bankruptcy, insolvency or inability to pay of the
      Obligor thereof).

     

    “Dilution
      Factor”
means any of the following factors giving rise to dilution: (i) any
      defective,
      rejected or returned merchandise or services, any cash discount, or any failure
      by the applicable Originator to deliver any merchandise or services or otherwise
      perform under the underlying contract or invoice, (ii) any change or
      cancellation of any terms of such contract or invoice or any other adjustment
      by
      the Servicer or the applicable Originator which reduces the amount payable
      by
      the Obligor on the related Receivable, (iii) any setoff in respect of any claim
      by the Obligor thereof (whether such claim arises out of the same or a related
      transaction or an unrelated transaction) (iv) any chargeback, inventory
      transfer, early payment allowance, warranty allowance or similar allowance,
      in
      each case, made for any reason other than discharge in bankruptcy of the Obligor
      thereof or such Obligor’s insolvency or inability to pay or (v) any Regulatory
      Change which has the effect of reducing the amount receivable with respect
      to
      any Receivable.

     

    “Dilution
      Horizon
      Factor” means, for any Monthly Period, the ratio determined as of the
      last day of such Monthly Period by dividing (i) the aggregate Outstanding
      Balance of all Receivables generated during such Monthly Period and the
      immediately preceding Monthly Period by (ii) the Net Receivable Balance as
      of
      such day.

     

    “Dilution
      Ratio”
means, for any Monthly Period, the ratio (expressed as a percentage)
      determined
      as of the last day of such Monthly Period by dividing (i) the aggregate
      Outstanding Balance of all Receivables that became Diluted Receivables during
      such Monthly Period by (ii) the aggregate Outstanding Balance of all Receivables
      generated during the immediately preceding Monthly Period.

     

    “Dilution
      Reserve”
means, at any time of calculation hereunder, an amount equal to the
      Dilution
      Reserve Percentage multiplied by Capital.

     

    “Dilution
      Reserve
      Percentage” means, for any Monthly Period, the greater of (i) 5.0% and
      (ii) an amount calculated in accordance with the following formula:

     

    DRP
      =
      [(1.50 x ADR) + [(HDR-ADR) x (HDR/ADR)]] x DHF

     

    where:

     

    
      	
              DRP

            	
              =

            	
              the
                Dilution Reserve Percentage;

            
	
              ADR

            	
              =

            	
              the
                average of the Dilution Ratios for the past twelve Monthly
                Periods;

            
	
              HDR

            	
              =

            	
              the
                highest average of the Dilution Ratios for any two consecutive Monthly
                Periods during the past twelve months; and

            
	
              DHF

            	
              =

            	
              the
                Dilution Horizon Factor.

            


    

    


    


    
      
        
          
          

        

        
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                    “DSO”
means
      an amount,
      expressed in days, calculated for each Monthly Period, equal to the product
      of
      (a) average for such Monthly Period and the two preceding Monthly Periods of
      the
      ratio (expressed as a percentage) of (i) the aggregate Outstanding Balance
      of
      all Receivables as of the last day of such Monthly Period divided by (ii) the
      aggregate Outstanding Balance of all receivables generated during such Monthly
      Period multiplied by (b) 30.

     

    “Dynamic
      Loss Reserve
      Percentage” means, at any time of calculation hereunder, the product of
      (i) 1.50, (ii) the highest Loss Ratio to have been determined during the
      immediately preceding twelve (12) Monthly Periods, and (iii) the Loss Horizon
      Factor calculated as of the most recently ended Monthly Period.

     

    “Effective
      Date” means
      the first Business Day on which all of the conditions precedent to the initial
      Purchase, as described in Section 3.01 of the
      Purchase Agreement, have been satisfied.

     

    “Election
      Notice” has
      the meaning assigned to it in Section 2.01(a) of
      the Sale Agreement.

     

    “Eligible
      Receivable”
means a Receivable:

     

    (a)           
      the Obligor of which (x) maintains its principal place of business inside the
      United States of America or a Permitted Foreign Jurisdiction, (y) is not an
      Inter-Company Receivable and (z) is not a Governmental Receivable;

     

    (b)           
      Foreign Receivables the Outstanding Balance of which, when added to the
      aggregate Outstanding Balance of all other Foreign Receivables at such time,
      does not exceed ten percent (10%) of the Outstanding Balance of all Eligible
      Receivables at such time;

     

    (c)           
      which is not a Defaulted Receivable or a Diluted Receivable;

     

    (d)           
      the Obligor of which is not the Obligor of any Defaulted Receivables, the
      aggregate Outstanding Balance of which equals 25% or more of the aggregate
      Outstanding Balance of all Receivables of such Obligor;

     

    (e)           
      which is denominated and payable only in United States dollars within the United
      States;

     

    (f)           
      which does not contravene in any material respect any laws, rules or regulations
      applicable thereto and with respect to which neither the Originator nor the
      Seller is in violation of any such law, rule or regulation applicable to such
      Receivable the effect of which would have a material adverse effect on the
      Seller’s or the Purchaser’s interests therein or the collectibility
      thereof;

     

    (g)           
      which is freely assignable and does not require the consent, authorization,
      approval or notice to the Obligor thereof or any Governmental Authority (except
      for such consents, authorizations, approvals or notices which have already
      been
      obtained or are not required under applicable law) in
      connection with the conveyance of such 

     

    


    
      
        
          
          

        

        
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    Receivable,
      the Related Security and the Collections from the Originator to the Seller
      and
      from the Seller to the Purchaser;

     

    (h)           
      which was originated (i) in the ordinary course of the applicable Originator’s
      business and (ii) in accordance with and satisfies all applicable requirements
      of the Credit and Collection Policy;

     

    (i)           
      which is required to be paid in full within 90 days after the original billing
      date thereof;

     

    (j)           
      which (1) is an “account” within the meaning of the UCC of the jurisdiction in
      which the Originators and the Seller are organized, (2) is in full force and
      effect, (3) constitutes the legal, valid and binding obligation of the Obligor
      thereof enforceable against such Obligor in accordance with its terms, (4)
      has
      not been released, canceled, subordinated or rescinded, nor has any instrument
      been executed by the Originator or the Seller which would effect any such
      release, cancellation, subordination or rescission, and (5) is not subject
      to
      any existing dispute, right of rescission, setoff, recoupment, counterclaim
      or
      defense, whether arising out of transactions concerning such Receivable or
      otherwise;

     

    (k)           
      that has not been satisfied, compromised, adjusted or modified (including by
      extension of time for payment or the granting of any discounts, allowances
      or
      credits) other than a satisfaction, compromise, adjustment or modification
      which
      is (a) made after the Transfer Date thereof in accordance with the Credit and
      Collection Policy and (b) concurrently reflected on the books and records of
      the
      Seller.

     

    (l)           
      good and marketable title to which (including a 100% first priority ownership
      interest in all Related Security and Collections with respect thereto) has
      been
      conveyed by the applicable Originator to the Seller free of any Lien (other
      than
      Liens created under the Facility Documents);

     

    (m)           
      which has been invoiced by the applicable Originator or the Servicer and is
      not
      a “bill and hold” or “billed but not yet shipped” or progress billing
      Receivable, and with respect to which all obligations on the part of the
      Originator or the Seller with respect thereto have been performed in
      full;

     

    (n)           
      as to which the representations and warranties of Section 4.01(i) of
      the Sale Agreement are true and correct in all material respects as of the
      Transfer Date therefor and has been transferred to the Seller pursuant to the
      Sale Agreement in a transaction constituting a true sale or other outright
      conveyance and contribution;

     

    (o)           
      no portion of which is payable on account of sales taxes;

     

    (p)           
      the Obligor of which has been directed to make payment into a Lockbox
      Account;

     

    


    
      
        
          
          

        

        
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    (q)           
      was documented with the applicable Originator pursuant to a Contract (including
      a purchase order or invoice) which is in form and substance reasonably
      satisfactory to the Agent;

     

    (r)           
      which represents all or part of the sales price of merchandise, insurance and
      services within the meaning of the Investment Company Act of 1940, Section
      3(c)(5), as amended;

     

    (s)           
      the purchase of which is a “current transaction” within the meaning of Section
      3(a)(3) of the Securities Act of 1933, as amended; and

     

    (t)           
      which has not, pursuant to the Agent’s reasonable credit judgment, been
      designated as an excluded receivable in a written notice delivered by the
      Agent.

     

    “ERISA”
means
      the
      Employee Retirement Income Security Act of 1974, as the same may be amended
      from
      time to time and any final regulations promulgated and the rulings issued
      thereunder.

     

    “ERISA
      Affiliate”
means any trade or business (whether or not incorporated) that, together
      with
      the Seller or any Originator, is treated as a single employer within the meaning
      of Sections 414(b), (c), (m) or (o) of the IRC.

     

    “ERISA
      Event” means,
      with respect any Originator or any ERISA Affiliate, (a) any event described
      in
      Section 4043(c) of ERISA with respect to a Title IV Plan; (b) the withdrawal
      of
      any Originator or ERISA Affiliate from a Title IV Plan subject to Section 4063
      of ERISA during a plan year in which it was a “substantial employer,” as defined
      in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any
      Originator or any ERISA Affiliate from any Multiemployer Plan; (d) the filing
      of
      a notice of intent to terminate a Title IV Plan or the treatment of a plan
      amendment as a termination under Section 4041 of ERISA; (e) the institution
      of
      proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC;
      (f)
      the failure by any Originator or ERISA Affiliate to make when due required
      contributions to a Multiemployer Plan or Title IV Plan unless such failure
      is
      cured within 30 days; (g) any other event or condition that might reasonably
      be
      expected to constitute grounds under Section 4042 of ERISA for the termination
      of, or the appointment of a trustee to administer, any Title IV Plan or
      Multiemployer Plan or for the imposition of liability under Section 4069 or
      4212(c) of ERISA; (h) the termination of a Multiemployer Plan under Section
      4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan
      under
      Section 4241 of ERISA; (i) the loss of a Qualified Plan’s qualification or tax
      exempt status; or (j) the termination of a Plan described in Section 4064 of
      ERISA; provided, however, that each such event shall be an ERISA Event only
      if
      it can reasonably be expected to have a Material Adverse Effect or to result
      in
      creation of a Lien under Section 412 of the IRC or Section 4068 of
      ERISA.

     

    “Eurocurrency
      Liabilities” has the meaning assigned to that term in Regulation D of the
      Board of Governors of the Federal Reserve System, as in effect from time to
      time.

     

    “Eurodollar
      Reserve
      Percentage” means, for any Settlement Period in respect of which Interest
      is computed by reference to the LIBO Rate, the reserve percentage applicable
      two
      Business Days before the first day of such Settlement Period under regulations
      issued from time

     

    


    
      
        
          
          

        

        
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    to
      time
      by the Board of Governors of the Federal Reserve System (or any successor)
      (or
      if more than one such percentage shall be applicable, the daily average of
      such
      percentages for those days in such Settlement Period during which any such
      percentage shall be so applicable) for determining the maximum reserve
      requirement (including, without limitation, any emergency, supplemental or
      other
      marginal reserve requirement) with respect to liabilities or assets consisting
      of or including Eurocurrency Liabilities (or with respect to any other category
      of liabilities that includes deposits by reference to which the interest rate
      on
      Eurocurrency Liabilities is determined) having a term equal to such Settlement
      Period.

     

    “Event
      of Termination”
has the meaning assigned to that term in Section 7.01 of
      the
      Purchase Agreement.

     

    “Facility
      Documents”
means collectively, the Purchase Agreement, the Sale Agreement, the
      Performance
      Guaranty, the Lock-Box Agreements, the Fee Letter, the Subordinated Notes and
      all other agreements, documents and instruments delivered pursuant thereto
      or in
      connection therewith.

     

    “Federal
      Funds Rate”
means, for any period, a fluctuating interest rate per annum equal (for
      each day
      during such period) to:

     

    (a)           
      the weighted average of the rates on overnight federal funds transactions with
      members of the Federal Reserve System arranged by federal funds brokers, as
      published for such day (or, if such day is not a Business Day, for the next
      preceding Business Day) by the Federal Reserve Bank of New York; or

     

    (b)           
      if such rate is not so published for any day which is a Business Day, the
      average of the quotations for such day on such transactions received by the
      Agent in good faith from three federal funds brokers of recognized standing
      selected by it.

     

    “Fee
      Letter” means
      that certain Fee Letter dated as of the date of this Purchase Agreement, among
      the Agent, the Seller and the Originators.

     

    “Final
      Collection
      Date” means the date following the Termination Date on which the
      aggregate outstanding Capital has been reduced to zero and the Affected Parties
      have received all amounts due and payable to the Affected Parties (including
      Yield) pursuant to the Purchase Agreement or any other agreement executed
      pursuant thereto.

     

    “Financial
      Covenant
      Default” means:

     

     

    (a)           
      a default by any Originator, Parent or ACCO in the observance or performance
      of
Sections 5.1 or
5.2
      of the
      Credit Agreement as in effect on the date hereof; or

     

     

    (b)           
      a default in the due observance or performance by any Originator, Parent or
      ACCO
      of any New Financial Covenant;

     

    provided,
      however
      that, in the case of clause (a) above, at any time the Agent is a party to
      the
      Credit Agreement, if any of the aforementioned financial covenants contained
      in
      the Credit

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    Agreement
      is amended or modified on a prospective basis, then such financial covenant
      shall, for all purposes of the Purchase Agreement, automatically and without
      further action on the part of any Person, be deemed to be so amended or modified
      for purposes of determining whether a Financial Covenant Default has occurred
      subsequent to the date of such amendment or modification.

     

    “Foreign
      Receivable”
means a Receivable, the Obligor of which is located in a country outside
      of the
      United States.

     

    “GAAP”
shall
      mean
      generally accepted accounting principles in the United States of America as
      in
      effect on the Closing Date, consistently applied as such term is further defined
      in Section 2(a) of this Annex I.

     

    “Governmental
      Authority” means any federal, state, local or foreign government, any
      political subdivision of any of the foregoing and any agency or instrumentality
      of any of the foregoing.

     

    “Governmental
      Receivable” means a Receivable, the Obligor of which is a Governmental
      Authority.

     

    “Incipient
      Termination
      Event” means any event that, with the passage of time or notice or both,
      would, unless cured or waived, become an Event of Termination.

     

    “Indemnified
      Amounts”
has the meaning set forth in Section 8.01 of
      the
      Purchase Agreement.

     

    “Indemnified
      Party”
has the meaning set forth in Section 8.01 of
      the
      Purchase Agreement.

     

    “Indemnified
      Taxes”
has the meaning set forth in Section 2.08(a) of
      the Purchase Agreement.

     

    “Initial
      Purchase
      Date” means the date the first Purchase is made pursuant to the Purchase
      Agreement.

     

    “Intellectual
      Property” has the meaning set forth in Section 5.01(h)(i)(B)
      of the Purchase Agreement.

     

    “Inter-Company
      Receivable” means a Receivable the Obligor of which is a Receivables
      Affiliate of Parent, ACCO, any Originator or the Seller.

     

    “Investment
      Certificate” means a certificate, in substantially the form of Exhibit D,
      furnished by the Servicer to the Agent pursuant to Section 5.02(c) of
      the Purchase Agreement.

     

    “IRC”
means
      the
      Internal Revenue Code of 1986, as the same may be amended from time to time
      and
      any final regulations promulgated and the rulings issued
      thereunder.

     

    


    
      
        
          
          

        

        
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    “Investor
      Report”
means a report, in substantially the form of Exhibit C,
      furnished
      by the Servicer to the Agent pursuant to Section 5.02(c) of
      the Purchase Agreement.

     

    “LIBO
      Rate” for any
      Settlement Period or Tranche Period, as applicable, means a rate of interest
      determined by the Agent equal to the offered rate for deposits in United States
      Dollars for such Settlement Period or Tranche Period, as applicable, which
      appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the
      second full Business Day next preceding the first day of such Settlement Period
      (unless such date is not a Business Day, in which event the next succeeding
      Business Day will be used).  If such interest rates shall cease to be
      available from Reuters, the LIBO Rate shall be determined from such financial
      reporting service or other information as shall be mutually acceptable to the
      Agent and the Seller.

     

    “Lien”
means
      any
      mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
      lien (statutory or otherwise), or preference, priority, or other security
      agreement or of any kind or nature whatsoever.

     

    “Liquidity
      Fee” has
      the meaning given such term in the Fee Letter.

     

    “Liquidity
      Advance”
means a loan, advance, purchase or other similar action made by a Liquidity
      Provider.

     

    “Liquidity
      Agent”
means BTMU in its capacity as liquidity agent.

     

    “Liquidity
      Provider”
means BTMU or any other commercial lending institution that agrees to
      make loans
      or advances to, or purchases from the Purchaser in order to provide liquidity
      for the Commercial Paper Notes.

     

    “Lock-Box
      Account”
means an account maintained at a Lock-Box Bank for the purpose of receiving
      Collections from Transferred Receivables.

     

    “Lock-Box
      Agreement”
means an agreement with respect to a Lock-Box Account at a Lock-Box
      Bank, in
      substantially the form of Exhibit E to the
      Purchase Agreement, among the Seller, the Servicer, any applicable Originator,

      the Agent and such Lock-Box Bank to transfer control of such Lock-Box Account
      to
      the Agent.

     

    “Lock-Box
      Bank” means
      any of the banks holding one or more lock-box accounts for receiving Collections
      from Transferred Receivables.

     

    “Loss
      Horizon Factor”
means, for any Monthly Period, the ratio (expressed as a percentage)
      determined
      as of the last day of such Monthly Period by dividing (i) the aggregate
      Outstanding Balance of all Receivables originated during the four most recently
      ended Monthly Periods (including such Monthly Period) divided by (ii) the Net
      Receivables Balance as of such day.

     

    “Loss
      Ratio” means,
      for any Monthly Period, the ratio equal to the average of the ratios (each
      expressed as a percentage) for each of the three (3) immediately preceding
      Monthly Periods determined as of the last day of each such Monthly Period by
      dividing (i) the aggregate Outstanding Balance of all Receivables which became
      Defaulted Receivables during the

     

    


    
      
        
          
          

        

        
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    applicable
      Monthly Period, by (ii) the aggregate Outstanding Balance of Receivables that
      were generated during the Monthly Period which ended three (3) Monthly Periods
      prior to such last day (not including the most recent Monthly
      Period).

     

    “Loss
      Reserve” means,
      at any time of calculation hereunder, an amount equal to the product of Capital
      times the Loss Reserve Percentage.

     

    “Loss
      Reserve
      Percentage” means, at any time of calculation hereunder, the greater of
      (i) the Minimum Loss Reserve Percentage and (ii) the Dynamic Loss Reserve
      Percentage, in each case, at such time.

     

    “Loss-to-Liquidation
      Ratio” means, for any Monthly Period, the ratio (expressed as a
      percentage) determined as of the last day of such Monthly Period by dividing
      (i)
      the aggregate Outstanding Balance of all Receivables written off as
      uncollectible, or which should have been written off as uncollectible in
      accordance with the Credit and Collection Policy during such Monthly Period,
      by
      (ii) the aggregate amount of Collections received by the Servicer during such
      Monthly Period described in clause (i) above.

     

    “Margin
      Stock” has the
      meaning set forth in Section 4.01(o) of
      the Sale Agreement.

     

    “Material
      Adverse
      Effect” means any event or condition which would have a material adverse
      effect on (i) the collectibility of the Transferred Receivables, (ii) the
      condition (financial or otherwise) of the Seller, the Servicer, the Originator
      or the Performance Guarantor, (iii) the ability of the Seller, the Servicer,
      the
      Originator or the Performance Guarantor to perform their respective obligations
      under the Facility Documents to which it is a party or (iv) the legality,
      validity or enforceability of any Facility Document or of the Purchaser
      Interests.

     

    “Minimum
      Loss Reserve
      Percentage” means, at any time of calculation hereunder, the product of
      (i) 4.0 multiplied by (ii) the Concentration Limit applicable to an unrated
      Obligor at such time (without giving effect to any Special Limits in place
      at
      such time).

     

    “Monthly
      Period” means
      each calendar month.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc. or any successor thereto.

     

    “Multiemployer
      Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA with
      respect to which any Originator or any ERISA Affiliate is making, is obligated
      to make, or has made or been obligated to make, contributions on behalf of
      participants who are or were employed by any of them.

     

    “New
      Financial
      Covenant” means any financial covenant (a) added to Article V of the
      Credit Agreement after the date of this Purchase Agreement or (b) contained
      in
      any successor or replacement revolving credit facility that replaces the Credit
      Agreement to which Parent, ACCO or any Originator becomes a party after the
      date
      of this Purchase Agreement.

     

    “Net
      Receivables
      Balance” means at any time of calculation hereunder, the sum of the
      Outstanding Balances of all Eligible Receivables minus the aggregate
      Overconcentration Amounts for each Obligor.

     

    


    
      
        
          
          

        

        
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    “Obligor”
means
      a
      Person obligated to make payments on a Receivable.

     

    “OFAC”
means
      the
      United States Department of the Treasury’s Office of Foreign Assets
      Control.

     

    “OFAC
      SDN List” means
      the List of Specially Designated Nationals administered by the United States
      Office of Foreign Asset Control.

     

    “Originator”
means
      (i)
      ACCO Brands USA LLC, a Delaware limited liability company, in its capacity
      as,
      and so long as it is, a seller of Receivables under the Sale Agreement, and
      (ii)
      each Affiliate of ACCO who from time to time becomes party to the Sale Agreement
      as a seller of Receivables thereunder, each in such capacity and for so long
      as
      such Affiliate shall be a seller of Receivables under the Sale
      Agreement.

     

    “Originator
      Collateral” has the meaning assigned to it in Section 2.02 of
      the
      Sale Agreement.

     

    “Outstanding
      Balance”
means, with respect to a Receivable as of any date of determination,
      the amount
      (which amount shall not be less than zero) equal to (a) the Billed Amount
      thereof, minus (b) all Collections received from the Obligor thereunder, minus
      (c) all discounts to or any other modifications that reduce such Billed Amount
      (including any such reductions due to Dilution Factors and any amounts
      written-off as uncollectible by the Servicer in accordance with the Credit
      and
      Collection Policy).

     

    “Overconcentration
      Amount” means, at any time, for each Obligor, the amount by which the
      Outstanding Balance of all Eligible Receivables of such Obligor exceeds the
      applicable Concentration Limit for such Obligor.

     

    “Parent”
means
      ACCO
      Brands Corporation, a Delaware corporation.

     

    “Patriot
      Act” means
      the USA Patriot Act of 2001 (P.L. 107-56).

     

    “PBGC”
means
      the
      Pension Benefit Guaranty Corporation referred to and defined in
      ERISA.

     

    “Pension
      Plan” means a
      Plan described in Section 3(2) of ERISA.

     

    “Performance
      Guaranty”
means that certain Performance Guaranty dated as of January 9, 2008
      made by the
      Parent, as the Performance Guarantor in favor of the Agent, as agent for the
      Purchaser and other Indemnified Parties.

     

    “Permitted
      Investments” means any of the following:

     

    (a)           
      obligations of, or guaranteed as to the full and timely payment of principal
      and
      interest by, the federal government of the United States or obligations of
      any
      agency or instrumentality thereof if such obligations are backed by the full
      faith and credit of the

     

    


    
      
        
          
          

        

        
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    federal
      government of the United States, in each case with maturities of not more than
      90 days from the date acquired;

     

    (b)           
      repurchase agreements on obligations of the type specified in clause (a) of this
      definition; provided, that the
      short-term debt obligations of the party agreeing to repurchase are rated at
      least A-1+ or the equivalent by S&P and P-1 or the equivalent by
      Moody’s;

     

    (c)           
      federal funds, certificates of deposit, time deposits and bankers’ acceptances
      of any depository institution or trust company incorporated under the federal
      laws of the United States or any state, in each case with original maturities
      of
      not more than 90 days or, in the case of bankers’ acceptances, original
      maturities of not more than 365 days; provided, that the
      short-term obligations of such depository institution or trust company are
      rated
      at least A-1+ or the equivalent by S&P and P-1 or the equivalent by
      Moody’s;

     

    (d)           
      commercial paper of any corporation incorporated under the laws of the United
      States of America or any state thereof with original maturities of not more
      than
      30 days that on the date of acquisition are rated at least A-1+ or the
      equivalent by S&P and P-1 or the equivalent by Moody’s; and

     

    (e)           
      securities of money market funds rated at least Aam or the equivalent by S&P
      and P-1 or the equivalent by Moody’s.

     

    “Permitted
      Foreign
      Jurisdiction” means a jurisdiction other than the United States of
      America designated by the Agent in a writing from time to time.

     

    “Permitted
      Originator
      Encumbrances” shall mean the following encumbrances: (a) Liens for taxes
      or assessments or other governmental charges not yet due and payable (other
      than
      with respect to environmental matters); (b) pledges or deposits securing
      obligations under workmen’s compensation, unemployment insurance, social
      security or public liability laws or similar legislation (excluding Liens under
      ERISA); (c) pledges or deposits securing bids, tenders, contracts (other than
      contracts for the payment of money) or leases to which any Originator, the
      Seller or the Servicer is a party as lessee made in the ordinary course of
      business; (d) deposits securing statutory obligations of any Originator, the
      Seller or the Servicer; (e) inchoate and unperfected workers’, mechanics’,
      suppliers’ or similar Liens arising in the ordinary course of business; (f)
      carriers’, warehousemen’s or other similar possessory Liens arising in the
      ordinary course of business and securing liabilities in an outstanding aggregate
      amount not in excess of $1,000,000 at any one time; (g) deposits securing,
      or in
      lieu of, surety, appeal or customs bonds in proceedings to which any Originator,
      the Seller or the Servicer is a party; (h) any attachment or judgment Lien
      not
      constituting an Event of Termination under Section 7.01(n) of
      the Purchase Agreement; (i) Liens existing on the Closing Date and listed on
      Schedule
      4.03(b) of the Sale Agreement; (j) Liens expressly permitted under Section 4.03(b) of
      the Sale Agreement, and (k) presently existing or hereinafter created Liens
      in
      favor of the Buyer, the Seller, the Purchasers, or the Agent.

     

    


    
      
        
          
          

        

        
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    “Person”
means
      an
      individual, partnership, corporation (including a business trust), joint stock
      company, limited liability company, trust, unincorporated association, joint
      venture, Governmental Authority or other entity.

     

    “Plan”
means,
      at any
      time, an “employee benefit plan,” as defined in Section 3(3) of ERISA, that
      Parent, ACCO, any Originator or any ERISA Affiliate maintains, contributes
      to or
      has an obligation to contribute to on behalf of participants who are or were
      employed by Parent, ACCO, any Originator or ERISA Affiliate.

     

    “Pooled
      Commercial
      Paper” means Commercial Paper Notes of the Purchaser which are subject to
      any particular pooling arrangement, as determined by the Agent (it being
      recognized that there may be more than one distinct group of Pooled Commercial
      Paper at any time).

     

    “Pooled
      CP Rate”
means, for each day with respect to the Capital as to which the Pooled
      CP Rate
      is applicable, the sum of (i) discount or yield accrued (including, without
      limitation, any associated with financing the discount or interest component
      on
      the roll over of any Pooled Commercial Paper) on the Purchaser’s Pooled
      Commercial Paper on such day, plus (ii) any
      and all
      accrued commissions in respect of its placement agents and commercial paper
      dealers, and issuing and paying agent fees incurred, in respect of such Pooled
      Commercial Paper for such day, plus (iii) other
      costs (including without limitation those associated with funding small or
      odd
      lot amounts) with respect to all receivable purchase, credit and other
      investment facilities which are funded by the applicable Pooled Commercial
      Paper
      for such day.  The Pooled CP Rate shall be determined for the
      Purchaser by the Agent, whose determination shall be conclusive absent manifest
      error.

     

    “Program
      Fee” has the
      meaning given such term in the Fee Letter.

     

    “Purchase”
means
      a
      purchase by the Purchaser of an undivided percentage ownership interest in
      the
      Receivables Assets from the Seller pursuant to Section 2.01 and
Section
      2.02 of
      the Purchase Agreement.

     

    “Purchase
      Agreement”
means the Receivables Purchase Agreement dated as of January 9, 2008
      among the
      Seller, the Servicer, the Purchaser and the Agent, as the same may be amended
      from time to time.

     

    “Purchase
      Excess”
means the excess, if any, of (i) outstanding Capital over (ii) the Net
      Receivables Balance minus the Aggregate Reserves.

     

    “Purchase
      Limit” means
      at any time $75,000,000, as such amount may be increased or reduced pursuant
      to
Section
      2.01(b); provided,
however,
      that at all
      times on and after the Termination Date, the “Purchase Limit” shall
      mean the aggregate outstanding Capital.

     

    “Purchase
      Price” has
      the meaning given such term in Section 2.02(d) of
      the Purchase Agreement.

     

    “Purchaser”
means
      Gotham Funding Corporation, together with its successors and permitted
      assigns.

     

    


    
      
        
          
          

        

        
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    “Purchaser
      Interest”
means, at any time of calculation hereunder, the undivided percentage
      ownership
      interest of the Purchaser in the Receivables Assets, including the Receivables
      and the Related Security and Collections related thereto.  The
      Purchaser Interest is expressed as a fraction of the total Receivables Assets,
      and shall at any time be equal to the Purchaser’s ratable share (in accordance
      with the Purchaser’s Capital) of an amount computed as follows:

     

    C  +  AR

    NRB

    where:

     

    
      	
               

            	
              C

            	
              =

            	
              The
                outstanding amount of Capital at such time


            


    

     

    
      	
               

            	
              AR

            	
              =

            	
              The
                Aggregate Reserves at such time 

            


    

    
       

      
        	
                 

              	
                
                  NRB

                

              	
                =

              	
                
                  The
                    Net Receivables Balance at such time


                

              


      

       

    

    provided,
      that from
      and after the Termination Date, the Purchaser Interest shall equal 100% until
      the Final Collection Date.

     

    “Purchaser
      Rate” means
      (a) in the case of a Tranche funded by Commercial Paper Notes, the applicable
      CP
      Rate; and (b) in the case of a Tranche funded by a Liquidity Advance or by
      a
      funding by the Liquidity Provider, the applicable Assignee Rate; provided, however,
      that on any day when any Event of Termination shall have occurred and be
      continuing, the Purchaser Rate for each Tranche means a rate per annum equal
      to
      the sum of (2.0%) plus the higher
      of
      (A) the Base Rate and (B) the rate otherwise applicable to such Tranche during
      the current Tranche Period or Settlement Period.

     

     “Qualified
      Plan” means
      a Pension Plan that is intended to be tax-qualified under Section 401(a) of
      the
      IRC.

     

    “Receivable”
means
      all
      indebtedness of an Obligor arising from the sale of merchandise or services
      by
      an Originator, including interest, fees and finance charges, if
      any.

     

    “Receivables
      Affiliate” means, with respect to any Person, any other Person directly
      or indirectly controlling, controlled by or under direct or indirect common
      control with such specified Person and, without limiting the generality of
      the
      foregoing, shall be presumed to include (a) any Person which beneficially owns
      or holds 40% or more of any class of voting securities of such specified Person
      or 40% or more of the equity interest in such specified Person and (b) any
      Person of which such specified Person beneficially owns or holds 40% or more
      of
      any class of voting securities or in which such specified Person beneficially
      owns or holds 40% or more of the equity interest.  For the purposes of
      this definition, (i) “voting securities” of a Person means any securities which
      confer upon the holder thereof a right to vote with respect to the election
      of
      members of the board of directors or any analogous governing body of such Person
      (excluding voting power arising only upon the occurrence of a contingency),
      (ii)
“control” when used with respect to any specified Person means the power to
      direct the management and policies of such specified Person, directly or
      indirectly, whether through the

     

    


    
      
        
          
          

        

        
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    ownership
      of voting securities, by contract or otherwise, and (iii) the terms
“controlling” and “controlled” have meanings correlative to the foregoing clause
      (ii).

     

    “Receivables
      Assets”
means, at any time, all then outstanding Transferred Receivables, Related
      Security with respect to such Transferred Receivables, the Lock-Box Accounts,
      all right, title and interest of the Seller in, to and under the Sale Agreement
      and all other proceeds of the foregoing, including, without limitation, all
      Collections of Transferred Receivables.

     

    “Receivables
      Assignment” has the meaning assigned to such term in Section 2.01(a) of
      the Sale Agreement.

     

    “Records”
means
      all
      (i) Contracts or other documents or instruments evidencing the Receivables
      and
      (ii) all other agreements, documents, instruments, books, records and other
      information maintained by or on behalf of the Seller with respect to the
      Receivables, the related Obligors and the Related Security necessary to
      identify, service and collect the Receivables.

     

    “Regulatory
      Change”
means, with respect to any Affected Party: (i) the introduction of or
      any change
      in or in the interpretation by any Governmental Authority of any law or
      regulation after the Closing Date;  (ii) compliance by such Affected
      Party with any guideline or request from any central bank or other Governmental
      Authority (whether or not having the force of law) after the date hereof; (iii)
      the introduction of or change in or change in implementation of any fiscal,
      monetary or other accounting board or authority (whether or not part of
      government) which is responsible for the establishment or interpretation of
      national or international account principles or having jurisdiction over such
      Affected Party, in each case, whether foreign or domestic after the Closing
      Date; or (iv) the introduction of or change in GAAP or regulatory accounting
      principles applicable to such Affected Party and affecting the application
      to
      such Affected Party after the Closing Date of any law, regulation,
      interpretation, directive, requirement or request referred to in clause (a)(i),
      (ii) or (iii) above.

     

    “Reinvestment
      Purchase” has the meaning assigned to that term in Section 2.02(a)
of
      the Purchase Agreement.

     

    “Rejected
      Amount” has
      the meaning assigned to it in Section 4.04 of the
      Sale Agreement.

     

    “Related
      Security”
means, with respect to any Transferred Receivable, (i) all rights (but
      not any
      obligations) under the Contracts relating to such Receivable, (ii) all security
      interests or liens in the merchandise or goods the sale of which gave rise
      to
      such Receivable, whether such security interest or lien purports to secure
      payment of such Receivable, (iii) the assignment to the Agent, for the benefit
      of the Purchaser, of all UCC financing statements or other filings covering
      any
      collateral securing payment of such Receivable, (iv) all guarantees, prepayment
      penalties, indemnities, warranties, letters of credit, insurance policies and
      proceeds and premium refunds thereof and other agreements or arrangements of
      whatever character from time to time supporting or securing payment of such
      Receivable, (v) all Records related to such Receivable, and (vi) all proceeds
      of
      the foregoing.

     

    “Responsible
      Officer”
means “Responsible Officer” means, with respect to any Person, any of the
      principal executive officers, managing members or general partners of such
      Person

     

    


    
      
        
          
          

        

        
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    but,
      in
      any event, with respect to financial matters, the chief financial officer,
      vice
      president (finance and accounting), treasurer or controller of such
      Person.

     

    “Revolving
      Loan” has
      the meaning assigned to it in Section 2.01(c) of
      the Sale Agreement.

     

    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., or any successor thereto.

     

    “Sale”
means
      a sale of
      Receivables by an Originator to the Buyer in accordance with the terms of the
      Sale Agreement.

     

    “Sale
      Agreement” means
      that certain Receivables Sale and Contribution Agreement dated as of January
      9,
      2008 between the Originators and the Seller, as such agreement may be amended,
      supplemented or modified from time to time.

     

    “Sale
      Legend” means
      the following legend, mutatis
      mutandis: “All receivables owned by ACCO Brands USA LLC and each other
      Originator from time to time party to the Sale Agreement have been sold and
      assigned to ACCO Brands Receivables Funding LLC.”

     

    “Sale
      Price” means,
      with respect to any Sale of Sold Receivables, the price calculated by the Seller
      and approved from time to time by the Agent equal to:

     

    (a)           
      the Outstanding Balance of such Sold Receivables, minus

     

    (b)           
      an amount reflecting a reasonable profit for the Seller, minus

     

    (c)           
      an amount reflecting the reasonable value of receiving current payment in
      respect of future collections, minus

     

    (d)           
      the portion of such Sold Receivables that are reasonably expected by such
      Originator to be written off as uncollectible;

     

    provided,
      that the
      calculations required in each of clause (d) above shall be determined on or
      prior to the Transfer Date based on the historical experience of such Originator
      and the Sale Price in effect for any Receivable as of any such Transfer Date
      shall not be retroactively adjusted.

     

    “Schedule
      of
      Documents” shall mean the schedule, including all appendices, exhibits or
      schedules thereto, listing certain documents and information to be delivered
      in
      connection with the Sale Agreement, the Purchase Agreement and the other
      Facility Documents and the transactions contemplated thereunder, substantially
      in the form attached as Annex Y to the Sale
      Agreement.

     

    “Seller”
has
      the
      meaning given to such term in the preamble to the Purchase
      Agreement.

     

    “Seller
      Interest”
means, at any time of calculation hereunder, (i) 100%, minus (ii) the
      aggregate
      of the outstanding Purchaser Interests at such time.

     

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    “Seller’s
      Account”
means account number 2726947 at Northern Trust Company, Chicago, IL,
      ABA No.
      071-000-152.

     

    “Servicer”
initially
      has the meaning given to such term in the preamble to the Purchase Agreement
      and, at any time following the Closing Date, shall mean the Person(s) then
      authorized pursuant to Section 6.01 of the
      Purchase Agreement to service, administer, bill and collect
      Receivables.

     

    “Servicer
      Default”
means any of the following events:

     

    (a)           
      there shall have occurred any event which materially adversely affects the
      ability of the Servicer to collect the Receivables or the ability of the
      Servicer to perform under the Purchase Agreement; or

     

    (b)           
      the occurrence and continuance of any Event of Termination (other than an Event
      of Termination set forth in Section
      7.01(r)).

     

    “Servicer
      Fee” means a
      fee with respect to each Settlement Period, payable in arrears for the account
      of the Servicer, in an amount equal to the product of (i) the average daily
      Outstanding Balance of Receivables during such Settlement Period and (ii) the
      per annum rate of (x) one-half percent (0.50%) if ACCO or an Affiliate thereof
      is the Servicer and (y) a rate mutually agreed on by the Servicer and the Agent
      if a Person other than ACCO or an Affiliate of ACCO is the
      Servicer.

     

    “Servicing
      Fee
      Reserve” means, for any Monthly Period, the product of (i) the Servicer
      Fee for such period multiplied by (ii) the Adjusted DSO, multiplied by (iii)
      the
      Variance Factor, multiplied by (iv) the aggregate Outstanding Balance of
      Receivables multiplied by (v) 1/360.

     

    “Servicing
      Software”
shall mean the data processing software used by the Originators, the
      Servicer
      and/or Seller for the purpose of servicing, monitoring, and retaining data
      regarding the Transferred Receivables and the Obligors thereunder.

     

    “Settlement
      Date”
means, with respect to any Settlement Period in which the Purchaser
      Rate is the
      CP Rate, the date which is the twelfth Business Day following the end of such
      Settlement Period and with respect to any Settlement Period in which the
      Purchaser Rate is the Assignee Rate, the next succeeding Business Day after
      the
      end of such Settlement Period; provided, that the
      Agent may, in its discretion following the occurrence of an Event of
      Termination, by notice to the Seller, require that Settlement Dates occur more
      frequently than monthly.

     

    “Settlement
      Period”
means, initially, the period commencing on the Initial Purchase Date
      and ending
      on the last day of the then current calendar month, and thereafter, each
      calendar month, unless a shorter period is designated by the Agent following
      the
      occurrence of an Event of Termination.

     

    “Sold
      Receivable” has
      the meaning assigned to it in Section 2.01(b) of
      the Sale Agreement.

     

    


    
      
        
          
          

        

        
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    “Solvent”
means,
      with
      respect to any Person on a particular date, that on such date (a) the fair
      value
      of the property of such Person is greater than the total amount of liabilities,
      including contingent liabilities, of such Person; (b) the present fair salable
      value of the assets of such Person is not less than the amount that will be
      required to pay the probable liability of such Person on its Indebtedness as
      they become absolute and matured; (c) such Person does not intend to, and does
      not believe that it will, incur Indebtedness or liabilities beyond such Person’s
      ability to pay as such Indebtedness and liabilities mature; (d) such Person
      is
      not engaged in a business or transaction, and is not about to engage in a
      business or transaction, for which such Person’s property would constitute an
      unreasonably small capital; and (e) such Person generally is paying its
      Indebtedness or liabilities as such Indebtedness or liabilities become due.
      The
      amount of contingent liabilities (such as litigation, guaranties and pension
      plan liabilities) at any time shall be computed as the amount that, in light
      of
      all the facts and circumstances existing at the time, represents the amount
      that
      can reasonably be expected to become an actual or matured
      liability.

     

    “Special
      Limit” means
      as shall be agreed to in writing by the Agent (with the consent of the
      Purchaser) for certain Obligors from time to time.

     

    “Stock”
means
      all
      shares, options, warrants, membership interests, general or limited partnership
      interests or other equivalents (regardless of how designated) of or in a
      corporation, limited liability company, partnership or equivalent entity whether
      voting or nonvoting, including common stock, preferred stock or any other
“equity security” (as such term is defined in Rule 3a11-1 of the General Rules
      and Regulations promulgated by the Securities and Exchange Commission under
      the
      Securities Exchange Act of 1934).

     

    “Stockholder”
means,
      with respect to any Person, each holder of Stock of such Person.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation or other entity (a) of which
      securities or other ownership interests having ordinary voting power to elect
      a
      majority of the board of directors or other Persons performing similar functions
      are at the time directly or indirectly owned by such Person or (b) that is
      directly or indirectly controlled by such Person within the meaning of control
      under Section 15 of the Securities Act.

     

    “Termination
      Date”
means the earliest to occur of (i) the Commitment Termination Date,
      (ii) the
      declaration or automatic occurrence of the Termination Date pursuant to Section 7.01, and
      (iii) that Business Day which the Seller designates as the Termination Date
      by
      notice to the Agent at least 60 calendar days prior to such Business
      Day.

     

    “Tranche”
means
      at any
      time a portion of the Capital selected by the Agent and allocated to a
      particular Tranche Period pursuant to Section 2.03 of the
      Purchase Agreement.

     

    “Tranche
      Period”
means:

     

    (a)           
      with respect to any Tranche funded through Commercial Paper Notes, initially
      the
      period commencing on the date of funding of such Commercial Paper Notes or
      the
      creation of such Tranche (whichever is later) and ending on the last day of
      the
      current Settlement Period or such other number of days thereafter as the Agent
      shall select in consultation with the Seller;

     

    


    
      
        
          
          

        

        
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    (b)           
      with respect to any Tranche funded through Liquidity Advances or otherwise
      by
      the Liquidity Provider, initially the period commencing on the date of the
      making of such Liquidity Advance or funding under the related agreement or
      the
      creation of such Tranche (whichever is latest) and ending on the last day of
      the
      current Settlement Period or such other number of days thereafter as the Agent
      shall select in consultation with the Seller; and

     

    (c)           
      thereafter, the period commencing on the last day of the immediately preceding
      Tranche Period for the related Tranche and ending on the last day of the current
      Settlement Period or such other number of days thereafter as the Agent shall
      select in consultation with the Seller; provided, however, that:

     

    (i)           
      any such Tranche Period (other than a Tranche Period consisting of one day)
      which would otherwise end on a day that is not a Business Day shall be extended
      to the next succeeding Business Day provided that if
      such
      Tranche accrues Yield based on the LIBO Rate and the next succeeding Business
      Day is in a subsequent calendar month, such Tranche Period shall instead end
      on
      the immediately preceding Business Day;

     

    (ii)           
      any Tranche Periods of one day shall, if the immediately preceding Tranche
      Period is more than one day, be the last day of such immediately preceding
      Tranche Period, and if the immediately preceding Tranche Period is one day,
      shall be the next day following such immediately preceding Tranche Period;
      and

     

    (iii)           
      any Tranche Period which commences before the Termination Date and would
      otherwise end on a date occurring after such Termination Date, shall end on
      such
      Termination Date and the duration of each such Tranche Period which commences
      on
      or after the Termination Date for such Tranche shall be of such duration as
      shall be selected by the Agent.

     

    “Transfer”
has
      the
      meaning assigned to it in Section 2.01(a) of
      the Sale Agreement.

     

    “Transfer
      Date” has
      the meaning assigned to it in Section 2.01(a) of
      the Sale Agreement.

     

    “Transferred
      Receivable” means any Sold Receivable or Contributed Receivable; provided,
      that any
      Receivable repurchased by the Originator thereof pursuant to Section 4.04 of the
      Sale Agreement or by the Servicer pursuant to Section 6.02(c) of
      the Purchase Agreement shall not be deemed to be a Transferred Receivable from
      and after the date of such repurchase unless such Receivable has subsequently
      been repurchased by or contributed to the Seller.

     

    “UCC”
means
      the
      Uniform Commercial Code as from time to time in effect in the specified
      jurisdiction.

     

    “Variance
      Factor”
means 1.5.

     

    “Yield”
means,
      for any
      Settlement Period, the product of:

     

    


    
      
        
          
          

        

        
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    PR
      x C x
ED 

                
      360

     

    where:

     

    
      	
               

            	
              C

            	
              =

            	
              the
                average daily outstanding Capital during such Settlement Period
                

            


    

     

    
      	
               

            	
              PR

            	
              =

            	
              the
                weighted average daily (calculated as a function of not only the
                interest
                rate but also the amount of Capital allocated to such interest rate)
                Purchaser Rate for such Settlement Period


            


    

     

    
      	
               

            	
              ED

            	
              =

            	
              the
                actual number of days elapsed during such Settlement Period
                

            


    

     

    “Yield
      Reserve” means,
      at any time of calculation hereunder, an amount equal to the sum of (A) the
      Yield which is accrued and unpaid as of such date, plus (B) the
      product
      of (i) the sum of the Adjusted LIBO Rate plus 2.0%, multiplied
      by (ii) the outstanding Capital at such time, multiplied by (iii) the Adjusted
      DSO, multiplied by (iv) the Variance Factor, multiplied by (v)
      1/360.

     

    Section
      2.                      
Other Terms and
      Rules
      of Construction.

     

    (a)           
      Accounting
      Terms.  Rules of construction with respect to accounting terms
      used in any Facility Document shall be as set forth in this Annex
      I.  Unless otherwise specified herein, all accounting terms
      used herein shall be interpreted, all accounting determination hereunder shall
      be made, and all financial statements required to be delivered hereunder shall
      be prepared in accordance with GAAP.

     

    (b)           
      Rules of
      Construction.  Unless otherwise specified, references in any
      Facility Document or any of the Appendices thereto to a Section, subsection
      or
      clause refer to such Section, subsection or clause as contained in such Facility
      Document. The words “herein,” “hereof” and “hereunder” and other words of
      similar import used in any Facility Document refer to such Facility Document
      as
      a whole, including all annexes, exhibits and schedules, as the same may from
      time to time be amended, restated, modified or supplemented, and not to any
      particular section, subsection or clause contained in such Facility Document
      or
      any such annex, exhibit or schedule.  Any reference to or definition
      of any document, instrument or agreement shall, unless expressly noted
      otherwise, include the same as amended, restated, supplemented or otherwise
      modified from time to time.  Wherever from the context it appears
      appropriate, each term stated in either the singular or plural shall include
      the
      singular and the plural, and pronouns stated in the masculine, feminine or
      neuter gender shall include the masculine, feminine and neuter
      genders.  The words “including,” “includes” and “include” shall be
      deemed to be followed by the words “without limitation”; the word “or” is not
      exclusive; references to Persons include their respective successors and assigns
      (to the extent and only to the extent permitted by the Facility Documents)
      or,
      in the case of Governmental Authorities, Persons succeeding to the relevant
      functions of such Persons; and all references to statutes and related
      regulations shall include any amendments of the same and any successor statutes
      and regulations.

     

    (c)           
      Rules of Construction
      for Determination of Ratios.  The reserve ratios and other
      rolling calculations requiring some period of historical data (the “Ratios”) which are
      to
      be made

     

    


    
      
        
          
          

        

        
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    as
      of the
      last day of the Settlement Period immediately preceding the initial Purchase
      or
      for the three Settlement Periods following the Closing Date shall be established
      by the Agent on or prior to the initial Purchase and the underlying calculations
      for periods immediately preceding the initial Purchase to be used in future
      calculations of the Ratios shall be established by the Agent on or prior to
      the
      initial Purchase.  For purposes of calculating the Ratios, (i)
      averages shall be computed by rounding to the second decimal place and (ii)
      the
      Settlement Period in which the date of determination thereof occurs shall not
      be
      included in the computation thereof and the first Settlement Period immediately
      preceding such date of determination shall be deemed to be the Settlement Period
      immediately preceding the Settlement Period in which such date of determination
      occurs.

     

    (d)           
      Other
      Terms.  All accounting terms not specifically defined herein
      shall be construed in accordance with generally accepted accounting
      principles.  All terms used in Article 9 of the UCC in the State of
      New York, and not specifically defined herein, are used herein as defined in
      such Article 9.

     

    


    
      
        
          
          

        

        
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