ex10-1.htm


    EXHIBIT
      10.1

    
      


      
        


         

        


         
          
            

          

        

        


      

      RECEIVABLES
        SALE AND CONTRIBUTION AGREEMENT

       

      among

       

      ACCO
        BRANDS USA LLC

      as
        Originator

       

      and

       

      ACCO
        BRANDS RECEIVABLES FUNDING LLC

      as
        Buyer

       

      Dated
        as of January 9, 2008

       

      
        


         

        
          
            

          



         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


      

      TABLE
        OF
        CONTENTS

       

      Page             
        

       

      ARTICLE
        ONE

       

      DEFINITIONS
        AND INTERPRETATION

       

      
        	
                Section
                  1.01.  Definitions

              	
                1

              
	
                Section
                  1.02.  Rules of Construction

              	
                1

              
	
                Section
                  1.03.  Times

              	
                1

              


      

      


       

      ARTICLE
        TWO

       

      TRANSFERS
        OF RECEIVABLES

       

      
        	
                Section
                  2.01.  Agreement to Transfer

              	
                2

              
	
                Section
                  2.02.  Grant of Security Interest

              	
                3

              
	
                Section
                  2.03.  License for Use of Software and Other Intellectual
                  Property

              	
                3

              


      

      


       

      ARTICLE
        THREE

       

      CONDITIONS
        PRECEDENT

       

      
        	
                Section
                  3.01.  Conditions to Initial Transfer

              	
                4

              
	
                Section
                  3.02.  Conditions to all Transfers

              	
                4

              


      

      


       

      ARTICLE
        FOUR

       

      REPRESENTATIONS,
        WARRANTIES AND COVENANTS

       

      
        	
                Section
                  4.01.  Representations and Warranties of
                  Originators

              	
                5

              
	
                Section
                  4.02.  Affirmative Covenants of Originators

              	
                10

              
	
                Section
                  4.03.  Negative Covenants of Originators

              	
                14

              
	
                Section
                  4.04.  Breach of Eligibility Criteria

              	
                16

              


      

      


       

      ARTICLE
        FIVE

       

      INDEMNIFICATION

       

      
        	
                Section
                  5.01.  Indemnification

              	
                16

              


      

      


       

      ARTICLE
        SIX

       

      MISCELLANEOUS

       

      
        	
                Section
                  6.01.  Notices

              	
                18

              
	
                Section
                  6.02.  No Waiver; Remedies

              	
                19

              


      

      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	
                Section
                  6.03.  Successors and Assigns

              	
                19

              
	
                Section
                  6.04.  Termination; Survival of Obligations

              	
                20

              
	
                Section
                  6.05.  Complete Agreement; Modification of
                  Agreement

              	
                20

              
	
                Section
                  6.06.  Amendments and Waivers

              	
                20

              
	
                Section
                  6.07.  GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
                  TRIAL

              	
                20

              
	
                Section
                  6.08.  Counterparts

              	
                22

              
	
                Section
                  6.09.  Severability

              	
                22

              
	
                Section
                  6.10.  Section Titles

              	
                22

              
	
                Section
                  6.11.  No Setoff

              	
                22

              
	
                Section
                  6.12.  Confidentiality

              	
                22

              
	
                Section
                  6.13.  Further Assurances

              	
                22

              
	
                Section
                  6.14.  Fees and Expenses

              	
                23

              


      

       

      
         

        
          INDEX
            OF
            APPENDICES

           

        

      

      
        
          	
                  Schedule  4.01(a)

                	
                  Jurisdictions
                    of Incorporation/Organization

                
	
                  Schedule  4.01(b)

                	
                  Executive
                    Offices; Collateral Locations; Corporate Names; Organizational
                    ID

                
	
                  Schedule  4.01(f)

                	
                  Litigation

                
	
                  Schedule  4.01(l)

                	
                  Tax
                    Matters

                
	
                  Schedule  4.01(n)

                	
                  ERISA
                    Exceptions

                
	
                  Schedule  4.02(i)

                	
                  Trade
                    Names

                
	
                  Schedule  4.03(b)

                  
                  

                	
                  Existing
                    Liens

                  
                  

                
	
                  Annex
                    4.03(l)

                	
                  Financial
                    Covenants

                
	
                  Annex
                    I

                	
                  Definitions
                    and Rules of Construction

                
	
                  Annex
                    Y

                	
                  Schedule
                    of Documents

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

         

      

      RECEIVABLES
        SALE AND CONTRIBUTION AGREEMENT

       

      This
        RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Agreement”) dated
        as
        of January 9, 2008, among ACCO BRANDS USA LLC (“ACCO Brands”), a
        Delaware limited liability company (the “Originator”), and
        ACCO BRANDS RECEIVABLES FUNDING LLC, a Delaware limited liability company
        (the
“Buyer”).

       

      RECITALS

       

      
        A.           
          The Originator owns all of the outstanding limited liability company interests
          of the Buyer.

         

        B.           
          The Buyer was formed for the sole purpose of purchasing, or otherwise acquiring
          by capital contribution, all Receivables (as defined in Annex I) originated
          by the Originator.

         

        C.           
          The Buyer intends to sell undivided percentage interests in such Receivables
          to
          the Purchasers (as defined in Annex I) from time to time.

         

        D.           
          The Originator intends to sell, and the Buyer intends to purchase, such
          Receivables, from time to time, as described herein.

         

        D.           
          In addition, the Originator may, from time to time, contribute capital
          to the
          Buyer in the form of Contributed Receivables (as defined below) or
          cash.

         

      

      AGREEMENT

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants hereinafter
        contained, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      ARTICLE
        ONE

       

      DEFINITIONS
        AND INTERPRETATION

       

      
        Section
          1.01. Definitions.  Capitalized
          terms used and not otherwise defined herein shall have the meanings ascribed
          to
          them in Annex
          I.

         

        Section
          1.02. Rules of
          Construction.  For purposes of this Agreement, the rules of
          construction set forth in Annex I shall
          govern.
          All Appendices hereto, or expressly identified to this Agreement, are
          incorporated herein by reference and, taken together with this Agreement,
          shall
          constitute but a single agreement.

         

        Section
          1.03. Times.  Unless
          otherwise indicated herein, each reference to time herein shall refer to
          the
          time in Chicago, Illinois.

         

        ARTICLE
          TWO

         

        TRANSFERS
          OF RECEIVABLES

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        Section
          2.01. Agreement to
          Transfer.

         

        (a)           
          Receivables
          Transfers.  Subject to the terms and conditions hereof, the
          Originator agrees to sell (without recourse except to the extent specifically
          provided herein) or contribute to the Buyer on the Closing Date and on
          each
          Business Day thereafter (each such date, a “Transfer Date”, and
          each such sale or contribution, a “Transfer”) all
          Receivables owned by it on each such Transfer Date, and the Buyer agrees
          to
          purchase or acquire as a capital contribution all such Receivables on each
          such
          Transfer Date.  Each such Transfer shall, upon the request of the
          Buyer (or its assignees), be recorded in a certificate of assignment in
          form and
          substance reasonably satisfactory to the Buyer and its assignees (any such
          certificate, a “Receivables
          Assignment”, and collectively, the “Receivables
          Assignments”); provided, however, that the validity of each Transfer
          hereunder shall not be affected by the delivery or non-delivery of any
          Receivables Assignment.  If the Originator elects not to contribute
          Receivables to the Buyer on any Transfer Date, or if any Receivables eligible
          for sale and owned by the Originator are not sold on any Transfer Date,
          the
          Originator shall deliver to the Buyer not later than 5:00 p.m. on such
          Transfer Date a notice of election thereof (each such notice, an “Election
          Notice”).

         

        (b)           
          Timing of
          Contribution, Purchases.  Each Receivable shall be deemed to
          have been sold to the Buyer immediately (and without further action by
          any
          Person) upon the creation of such Receivable (the “Sold Receivables”),
          except if Originator shall have contributed any such Receivables to the
          Buyer as
          capital immediately upon their creation (the “Contributed
          Receivables”).  The proceeds with respect to each Transferred
          Receivable (including all Collections with respect thereto) shall be sold
          at the
          same time as such Transferred Receivable, whether such proceeds (or Collections
          with respect thereto) exist at such time or arise or are acquired
          thereafter.

         

        (c)           
          Payment of Purchase
          Price.  In consideration for each Sale of Sold Receivables
          hereunder, the Buyer shall pay to the Originator on the related Transfer
          Date
          the Sale Price for such Sold Receivables; provided, that, to the extent
          the
          Buyer does not have Available Funds to pay the entire Sale Price, the remainder
          shall be deemed a capital contribution.  All cash payments by the
          Buyer under this Section 2.01(c)
          shall be effected by means of a wire transfer on the day when due to such
          account or accounts as the Originator may designate.

         

        (d)           
          Ownership of
          Transferred Receivables.  On and after each Transfer Date and
          after giving effect to the Transfers to be made on each such date, the
          Buyer
          shall own the Transferred Receivables and the Originator shall not take
          any
          action inconsistent with such ownership nor shall the Originator claim
          any
          ownership interest in such Transferred Receivables.

         

        (e)           
          Reconstruction
          of
          Schedule to Receivables Assignment.  Upon the request of the
          Buyer (or its assignees), the Originator shall generate a schedule to the
          Receivables Assignment identifying all Receivables transferred since the
          prior
          schedule.  If at any time the Originator fails to generate a requested
          schedule to the Receivables Assignment showing the Transferred Receivables,
          the
          Buyer shall have the right to reconstruct such schedule so that a determination
          of the Transferred Receivables can be made pursuant to Section 2.01(b).  The
          Originator agrees to cooperate with such reconstruction, including by delivery
          to the Buyer, upon the Buyer’s request, of copies of all Contracts and Records
          with respect to the Transferred Receivables.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

           

        

        Section
          2.02. Grant of
          Security Interest.  If, notwithstanding the intention of the
          parties expressed in Section 2.01(a), the conveyance by the Originator
          to the
          Buyer of Receivables hereunder shall be characterized as a secured loan
          and not
          a sale, this Agreement shall nonetheless constitute a security agreement
          under
          applicable law. For this purpose, the Originator hereby grants to the Buyer
          a
          duly perfected security interest in all of the Originator’s right, title and
          interest, whether now owned or hereafter acquired, in, to and under all
          (i)
          Receivables purported to be sold hereunder, (ii) all Related Security with
          respect to such Receivables (it being understood that nothing contained
          in this
          Agreement shall constitute a delegation of the Originator’s duties under the
          Contracts related to such Receivables), (iii) all Records, (iv) all of
          the
          Originator’s right, title and interest in each Lock-Box Account to which
          Collections are sent, all amounts on deposit therein, all certificates
          and
          instruments, if any, from time to time evidencing such Lock-Box Accounts
          and
          amounts on deposit therein, and all related agreements between the Originator
          and the Lock-Box Banks, (v) all Collections with respect to the foregoing,
          (vi)
          all payments on or with respect to such Receivables and all other rights
          relating to such Receivables, and (vii) all proceeds of any of the foregoing
          (collectively, the “Originator
          Collateral”). After any Event of Termination, the Purchaser and its
          assignees shall have, in addition to the rights and remedies which they
          may have
          under this Agreement, all other rights and remedies provided to a secured
          creditor after default under the UCC and other applicable law, which rights
          and
          remedies shall be cumulative. In that regard, the Buyer is hereby granted
          a
          license or other right to use, without charge, the Originator’s copyrights,
          rights of use of any name, trade names, trademarks, service marks and
          advertising matter, or any property of a similar nature, as it may pertain
          to
          Related Security comprising repossessed or returned inventory the sale
          or lease
          of which shall have given rise to a Transferred Receivable and in order
          to
          facilitate the disposition by the Buyer of such inventory. In connection
          with
          the grant of the transfer of ownership or security interest in the Receivables,
          by signing this Agreement in the space provided, the Originator hereby
          authorizes the filing of all applicable UCC financing statements in all
          necessary jurisdictions.

         

        Section
          2.03. License for
          Use
          of Software and Other Intellectual Property.

         

        (a)           
          Unless expressly prohibited by the licensor thereof or any provision of
          applicable law, if any, the Originator hereby grants to the Buyer, solely
          for
          the purposes of collection of the Receivables and enforcement of its rights
          under the Facility Documents, at such time as the Buyer shall be entitled
          to do
          so, a non-exclusive, transferable license to use, without charge to the
          Buyer
          (but subject to the payment of royalties to any third party licensor under
          the
          terms of such license agreement based on use by the Buyer of any licensed
          terms):

         

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

         

        (ii)           
          the Originator’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,

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

        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 (i) and (ii) (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 Buyer’s rights under the Facility Documents,

         

        (b)           
          The Originator agrees that the Originator’s rights under such licenses and
          franchise agreements as are granted under this Section 2.03 shall
          inure to the Buyer’s benefit. To the extent the grant of the aforesaid license
          described is expressly prohibited by the licensor thereof, the Originator
          shall
          exercise its commercially reasonable efforts to obtain the consent of such
          licensor to the Originator’s grant to the Buyer of such license.  Even
          where use is permitted, the Buyer agrees not to use any such license without
          giving the Originator prior notice and unless an Event of Termination has
          occurred and is continuing.  The Originator confirms that, as of the
          Closing Date, it owns or has rights to use all Intellectual Property without
          infringement of or interference with any intellectual property of any other
          Person.

         

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

         

        ARTICLE
          THREE

        CONDITIONS
          PRECEDENT

         

        Section
          3.01. Conditions to
          Closing.  The Closing shall be subject to the due execution by,
          and delivery to, the Originator and the Buyer of this Agreement, and the
          Buyer
          shall have received each item listed in the Schedule of Documents, each
          in form
          and substance satisfactory to the Buyer of this Agreement.

         

        Section
          3.02. Conditions to
          all Transfers.  Each Transfer hereunder (including the initial
          Transfer) shall be subject to satisfaction of the following further conditions
          precedent as of the Transfer Date therefor:

         

        (a)           
          the representations and warranties of the Originator contained herein or
          in any
          other Facility Document as of such Transfer Date shall be true and correct
          both

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

        before
          and after giving effect to such Transfer and to the application of the
          Sale
          Price therefor, except to the extent that any such representation or warranty
          expressly relates to an earlier date and except for changes therein expressly
          permitted by this Agreement;

         

        (b)           
          no Event of Termination or Incipient Termination Event shall have occurred
          and
          be continuing or would result after giving effect to such Transfer or the
          application of the Sale Price therefor; and 

         

        (c)           
          the Originator shall be in compliance with each of its covenants and other
          agreements set forth in each Facility Document.

         

         

        The
          acceptance by the Originator of the Sale Price for any Sold Receivables
          on any
          Transfer Date shall be deemed to constitute, as of any such Transfer Date,
          a
          representation and warranty by the Originator that the conditions in this
Section 3.02
          have been satisfied.  Upon any such acceptance, title to the
          Transferred Receivables sold or contributed on such Transfer Date shall
          be
          vested absolutely in the Buyer, whether or not such conditions were in
          fact so
          satisfied.

         

        ARTICLE
          FOUR

        REPRESENTATIONS,
          WARRANTIES AND COVENANTS

         

        Section
          4.01. Representations
          and Warranties of Originators.  To induce the Buyer to purchase
          the Sold Receivables and to acquire the Contributed Receivables, the Originator
          makes the following representations and warranties, on each Transfer Date,
          to
          the Buyer, each and all of which shall survive the execution and delivery
          of
          this Agreement.

         

        (a)           
          Corporate Existence;
          Compliance with Law.  The Originator (i) is a limited
          liability company duly organized, validly existing and in good standing
          under
          the laws of its jurisdiction of formation as set forth on Schedule 4.01(a)
          attached hereto (which is the Originator’s only state of organization);
          (ii) 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 be so qualified is not reasonably
          likely
          to result in a Material Adverse Effect; (iii) has the requisite power 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; (iv) 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 obtain such
          licenses, permits, consents or approvals is not reasonably likely to result
          in a
          Material Adverse Effect; (v) is in compliance with its Charter Documents;
          and (vi) subject to specific representations set forth herein regarding
          ERISA, tax laws and other laws, is in compliance with all applicable provisions
          of law, except where the failure to comply, individually or in the aggregate,
          could not reasonably be expected to have a Material Adverse Effect.

         

        (b)           
          Executive Offices;
          Collateral Locations; Corporate or Other Names; FEIN.  As of
          the Closing Date, the current location of the Originator’s chief executive
          offices, jurisdiction of organization, principal places of business, other
          offices, the warehouses and premises within which any Transferred Receivables,
          the Related Security or other Originator Collateral is stored

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

        or
          located, and the locations of all records of the Originator concerning
          any
          Transferred Receivables, the Related Security or other Originator Collateral
          are
          set forth in Schedule
          4.01(b). During the prior five years, except as set forth in Schedule
          4.01(b), the
          Originator has been known as or used any corporate, fictitious or trade
          name.  In addition, Schedule 4.01(b)
          lists the organizational
          identification number issued by the Originator’s state of organization or states
          that no such number has been issued and lists the federal employer
          identification number of the Originator.

         

        (c)           
          Corporate Power,
          Authorization, Enforceable Obligations.  The execution,
          delivery and performance by the Originator of this Agreement and the other
          Facility Documents to which it is a party and the creation and perfection
          of all
          Transfers and Liens provided for herein and therein: (i) are within such
          Person’s power; (ii) have been duly authorized by all necessary or proper
          action; (iii) do not contravene any provision of such Person’s Charter
          Documents; (iv) do not violate any law or regulation applicable to it;
          (v) do not conflict with any material contractual restriction binding on
          its property; (vi) do not contravene any order, verdict, judgment, award,
          injunction or decree binding on it or its property, and do not result in
          or
          require the creation of any Adverse Claim on 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 or other Person
          is
          required for the due execution, delivery and performance by the Originator
          of
          this Agreement or any other Facility Document to which it is a party except
          for
          the filing of UCC financing statements in connection therewith.

         

        (e)           
          Enforceability
          of
          Facility Documents.  Each of this Agreement and the other
          Facility Documents to which it is a party constitutes the legal, valid
          and
          binding obligation of the Originator enforceable against it in accordance
          with
          its terms except as such enforcement may be limited by applicable bankruptcy,
          insolvency, reorganization or similar laws affecting creditors’ rights and by
          general principles of equity.

         

        (f)           
          No
          Litigation.  Except as set forth in Schedule 4.01(f), there are
          no actions, suits or proceedings pending against the Originator, 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, if adversely determined, would reasonably be expected to have a
          Material
          Adverse Effect or would materially adversely affect the collectibility
          of the
          Transferred Receivables, or which affects or purports to affect the legality,
          validity or enforceability of this Agreement or the other Facility Documents
          to
          which it is a party.  The Originator is not in default with respect to
          any order of any court, arbitrator or Governmental Authority.

         

        (g)           
          Accuracy of
          Information.  No certificate, report or other written
          information (including any schedule hereto) furnished or to be furnished
          by the
          Originator to the Seller in connection with this Agreement or any Facility
          Document is or shall be inaccurate in any material respect as of the date
          it is
          or shall be dated or (except as otherwise disclosed to the Seller at such
          time)
          as of the date so furnished.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

           

        

        (h)           
          Account
          Information.  The names and addresses of all the Lock-Box Banks
          with respect to the Transferred Receivables, together with the account
          numbers
          of the related Lock-Box Accounts, are specified in Schedule 4.01(h) to
          the
          Purchase Agreement (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
          Sections
          5.03(e) and  5.04(d) of the Purchase Agreement) and with respect to
          which all action required by Sections 5.03(e) and 5.04(d) of the Purchase
          Agreement has been taken and completed. The Originator has caused its Obligors
          to make payment to a Lock-Box Account.  The Lock-Box Accounts are the
          only accounts to which Collections of Transferred Receivables are remitted
          by
          Obligors.

         

        (i)           
          Perfection of
          Interest
          in Transferred Receivables and Receivables
          Assets.  Eligibility.  The Originator owns the
          Transferred Receivables free and clear of any Adverse Claim, and the Buyer
          has
          acquired a valid and perfected 100% ownership interest in each Transferred
          Receivable, in each case free and clear of any Adverse Claim and the Originator
          has caused such financing statements to be filed against it as are necessary
          to
          effect the foregoing; and no effective financing statement or other instrument
          similar in effect, is filed in any recording office listing the Originator
          as
          debtor, covering any Transferred Receivable except as such as may be filed
          in
          favor of the Agent (or in favor of the Originator and assigned to the Buyer
          and
          then the Agent).

         

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

         

        (k)           
          Material Adverse
          Effect.  Between September 30, 2007, and the Closing Date,
          (i) the Originator has not incurred any obligations, contingent or
          non-contingent liabilities, liabilities for charges, long-term leases or
          unusual
          forward or long-term commitments that, alone or in the aggregate, could
          reasonably be expected to have a Material Adverse Effect, (ii) no contract,
          lease or other agreement or instrument has been entered into by the Originator
          or has become binding upon the Originator’s assets and no law or regulation
          applicable to the Originator has been adopted that has had or could reasonably
          be expected to have a Material Adverse Effect, (iii) the Originator is not
          in default under any material contract, lease or other agreement or instrument
          to which the Originator is a party that alone or in the aggregate could
          reasonably be expected to have a Material Adverse Effect, and (iv) no event
          has occurred that alone or together with other events could reasonably
          be
          expected to have a Material Adverse Effect with respect to the Originator,
          in
          each case other than (x) disclosed in the Parent’s financial statements as
          of December 31, 2006, and (y) disclosed prior to the date hereof in press
          releases or in writing to the Agent.

         

        (l)           
          Taxes.  All
          material tax returns, reports and statements, including information returns,
          required by any Governmental Authority to be filed by the Parent and its
          Subsidiaries have been filed with the appropriate Governmental Authority
          and all
          material taxes have been paid prior to the date on which any fine, penalty,
          interest or late charge may be added thereto for nonpayment thereof (or
          any such
          fine, penalty, interest, late charge or loss has been paid), excluding
          charges
          or other amounts being contested in good faith. Schedule 4.01(l) sets
          forth as

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

           

        

        of
          the
          Closing Date (i) those taxable years for which the Originator’s tax returns
          are currently being audited by the IRS and (ii) any assessments or
          threatened assessments in connection with such audit or otherwise currently
          outstanding. As to all audits of the Originator currently being conducted
          by any
          taxing authority, the Originator believes that it has fully reserved for
          any
          liability that might result from such audits.  Except as described on
Schedule
          4.01(l), the Originator has not executed or filed with the IRS any
          agreement or other document extending, or having the effect of extending,
          the
          period for assessment or collection of any charges. The Originator is not
          liable
          for any charges relating to taxes: (y) under any agreement (including any
          tax sharing agreements other than with the Parent and its Subsidiaries)
          or
          (z) to the best of the Originator’s knowledge, as a transferee. As of the
          Closing Date, the Originator has not agreed or been requested to make any
          adjustment under IRC Section 481(a), by reason of a change in accounting
          method or otherwise, that would have a Material Adverse Effect.

         

        (m)           
          [Reserved]

         

        (n)           
          ERISA.

         

        (i)           
          Each Qualified Plan, if any, has been determined by the IRS to qualify
          under
          Section 401 of the IRC, the trusts created thereunder have been determined
          to be exempt from tax under the provisions of Section 501 of the IRC, and
          nothing has occurred that would reasonably be expected to cause the loss
          of such
          qualification or tax-exempt status. With respect to the Plans, (x) each
          Plan is
          materially in compliance with the applicable provisions of ERISA and the
          IRC,
          including the timely filing of all reports required under the IRC or ERISA,
          (y) neither the Originator nor any of its ERISA Affiliates has knowingly
          failed to make any contribution or pay any amount due as required by either
          Section 412 of the IRC or Section 302 of ERISA or the terms of any
          such Plan and (z) neither the Originator nor any of its ERISA Affiliates
          has engaged in a “prohibited transaction”, as defined in Section 4975 of
          the IRC, in connection with any Plan that would subject the Originator
          to a
          material tax on prohibited transactions imposed by Section 4975 of the
          IRC.

         

        (ii)           
          Except as set forth in Schedule 4.01(n),
          (A) no Title IV Plan has any Unfunded Pension Liability; (B) no ERISA
          Event or event described in Section 4062(e) of ERISA with respect to any
          Title IV Plan has occurred or is reasonably expected to occur; (C) there
          are no pending or, to the knowledge of the Originator, threatened material
          claims (other than claims for benefits in the normal course), sanctions,
          actions
          or lawsuits, asserted or instituted against any Plan or any Person as fiduciary
          or sponsor of any Plan; (D) neither the Originator nor any of its ERISA
          Affiliates has incurred or reasonably expects to incur any material liability
          as
          a result of a complete or partial withdrawal from a Multiemployer Plan
          under
          Section 4204 of ERISA; (E) within the last five years no Title IV Plan with
          material Unfunded Pension Liabilities has been transferred outside of the
          “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of
          the Originator or any of its ERISA Affiliates; (F) Stock of the Originator
          and its ERISA Affiliates make up, in the aggregate, no more than 10% of
          the
          assets of any Plan, measured on the basis of fair market value as of the
          last
          valuation date of any Plan; and (G) no liability under any Title IV Plan
          has been satisfied with the purchase of

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

           

        

        a
          contract from an insurance company that is not rated AAA by S&P or an
          equivalent rating by another nationally recognized rating agency.

         

        (o)           
          Margin
          Regulations. The Originator is not engaged, nor will it engage,
          principally or as one of its important activities, in the business of extending
          credit for the purpose of “purchasing” or “carrying” any “margin security” as
          such terms are defined in Regulations G or 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 Originator does not own any Margin Stock, and no portion
          of
          the Sale Price for any Sale 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.

         

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

         

        (q)           
          Investment Company
          Act.  The Originator is not required to register as an
“investment company” within the meaning of the Investment Company Act of 1940,
          as amended.

         

        (r)           
          Books and Records;
          Minutes.  The Charter Documents of the Originator require it to
          maintain (i) books and records of account and (ii) minutes of the
          meetings and other proceedings of its Stockholders and board of
          directors.

         

        (s)           
          Representations
          and
          Warranties in Other Facility Documents.  Each of the
          representations and warranties of the Originator contained in the other
          Facility
          Documents is true and correct in all material respects and the Originator
          hereby
          makes each such representation and warranty to, and for the benefit of,
          the
          Buyer as if the same were set forth in full herein, and the Originator
          consents
          to the assignment of the Buyer’s rights to the Purchasers and the Agent (and
          their successors and assigns) as contemplated in Section 4.02(g).

         

        (t)           
          Use
          of
          Proceeds.  No
          proceeds of any Purchase will be used by the Buyer to acquire any security
          in
          any transaction which is subject to Section 12 of the Securities Exchange
          Act of 1934, as amended.

         

        (u)           
          Transferred
          Receivables.  With respect to each Transferred Receivable
          originated by the Originator and Transferred hereunder:

         

        (i)           
          such Receivable satisfies the criteria for an Eligible Receivable;

         

        (ii)           
          prior to its Transfer to the Buyer the Originator had the full right, power
          and
          authority to sell, contribute, assign, transfer and pledge its interest
          therein
          as contemplated under this Agreement and the other Facility Documents and,
          following such Transfer, such Receivable will not be subject to any Adverse
          Claim as a result of any action or inaction on the part of the Originator;
          and

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

           

        

        (iii)           
          the Transfer of each such Receivable pursuant to this Agreement constitutes
          a
          valid sale, contribution, transfer, assignment, setover and conveyance
          to the
          Buyer of all right, title and interest of the Originator in and to such
          Receivable.

         

         

        The
          representations and warranties described in this Section 4.01
          shall survive the Transfer of the Transferred Receivables to the Buyer,
          any
          subsequent assignment of the Transferred Receivables by the Buyer, and
          the
          termination of this Agreement and the other Facility Documents and shall
          continue until the indefeasible payment in full of all Transferred
          Receivables.

         

        Section
          4.02. Affirmative
          Covenants of Originators.  The Originator covenants and agrees
          that, unless otherwise consented to by the Buyer, from and after the Closing
          Date and until the Termination Date as follows, each of which shall survive
          the
          execution and delivery of this Sale Agreement:

         

        (a)           
          Compliance with
          Laws.
          Etc.  The Originator will comply in all material respects with
          all applicable laws, rules, regulations and orders with respect to all
          Receivables and the other Facility Documents.

         

        (b)           
          Preservation
          of
          Corporate Existence.  The Originator will observe all
          procedures required by its certificate of formation and limited liability
          company agreement and preserve and maintain its existence, rights, franchises
          and privileges in the jurisdiction of its formation, except 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)           
          Performance
          and
          Compliance with Receivables and Credit and Collection
          Policy.  The Originator will 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, the Related Security and Contracts and
          (ii) the Credit and Collection Policy in regard to each Transferred
          Receivable.

         

        (d)           
          Collections;
          Lock-Box
          Agreements.  The Originator will (i) instruct all Obligors
          of Transferred Receivables to cause all Collections to be deposited directly
          to
          one of the Lock-Box Accounts and, if it shall receive any Collections,
          remit
          such Collections to a Lock-Box Account, and (ii) deposit, or cause to be
          deposited, any Collections in respect of Transferred Receivables received
          by it
          into any of the Lock-Box Accounts not later than one Business Day after
          receipt
          thereof.

         

        (e)           
          Offices, Records
          and
          Books of Account; Etc.  The Originator (i) shall 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 its address set forth in Section 6.01 and keep its State of
          organization at the State set forth in Section 4.01(b)
          or, upon at least 30 days’ prior written notice of a proposed change to the
          Buyer, at any other locations in jurisdictions where all actions reasonably
          requested by the Buyer to protect and

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

           

        

        perfect
          the interest of the Buyer and its assignees in the Receivables and related
          items
          have been taken and completed and (ii) shall provide the Buyer with at
          least 30 days’ written notice prior to making any change in its name or making
          any other change in its identity or corporate structure (including by merger)
          which could render any UCC financing statement filed in connection with
          this
          Agreement “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.  The Originator also will maintain and
          implement administrative and operating procedures (including, without
          limitation, an ability to recreate records evidencing the Transferred
          Receivables and related Contracts in the event of the destruction of the
          originals thereof), and keep and maintain all documents, books, records,
          computer tapes and disks and other information reasonably necessary or
          advisable
          for the collection of all Transferred Receivables (including, without
          limitation, records adequate to permit the daily identification of each
          Transferred Receivable and all Collections of and adjustments to each existing
          Transferred Receivable).

         

        (f)           
          Access.  The
          Originator shall, during normal business hours, upon five Business Day’s prior
          notice, permit the Agent, or the Agent’s agents or representatives, (A) to have
          access to all records, files, books of account, data bases and information
          pertaining to all Transferred Receivables and any other Related Security,
          including the Records, (B) to discuss matters relating to the Transferred
          Receivables or the Originator’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 Originator’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 Originator, and provided, further that
          no
          such prior notice shall be required if an Event of Termination has occurred
          and
          is continuing.

         

        (g)           
          Assignment.  The
          Originator agrees that, to the extent permitted under the Purchase Agreement,
          the Buyer may assign all of its right, title and interest in, to and under
          the
          Transferred Receivables, the license granted pursuant to Section 2.03 and
          this Agreement, including its right to exercise the remedies set forth
          in Section 4.04.
          The Originator agrees that, upon any such assignment, the assignee thereof
          may,
          upon the occurrence of an Event of Termination, enforce directly, without
          joinder of the Buyer, all of the obligations of the Originator hereunder,
          including any obligations of the Originator set forth in Sections 4.02(m),
4.04,
5.01
          and 6.14.

         

        (h)           
          Compliance with
          Agreements and Applicable Laws.  The Originator shall perform
          each of its obligations under this Agreement and the other Facility Documents
          and comply with all federal, state and local laws and regulations applicable
          to
          it and the Transferred Receivables, except to the extent that the failure
          to so
          comply, individually or in the aggregate, could not reasonably be expected
          to
          have a Material Adverse Effect.

         

        (i)           
          Maintenance
          of
          Existence and Conduct of Business.  The Originator shall:
          (i) do or cause to be done all things necessary to preserve and keep in
          full force and effect its existence and its rights and franchises;
          (ii) continue to conduct its business substantially as now conducted or as
          otherwise permitted hereunder and in accordance with the terms of its Charter
          Documents; and (iii) transact business only in such corporate and trade
          names as are set forth in Schedule 4.02(i) or,
          upon 30 days’ prior written notice to the Buyer and the Agent, in such other
          corporate

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

           

        

        or
          trade
          names with respect to which all action requested by Buyer, any Purchaser
          or the
          Agent pursuant to Section 6.13
          shall have been taken with respect to the Transferred Receivables.

         

        (j)           
          Reporting
          Requirements. The Originator will provide to the Buyer the
          following:

         

        (i)           
          as soon as practicable and in any event within five (5) Business Days after
          becoming aware of the occurrence of each Event of Termination or an Incipient
          Termination Event, a statement from the Originator setting forth details
          of such
          Event of Termination or Incipient Termination Event and the action that
          the
          Originator has taken and proposes to take with respect thereto;

         

        (ii)           
          such other information respecting the Transferred Receivables, the Related
          Security, the Originator Collateral or the condition or operations, financial
          or
          otherwise, of the Originator as the Buyer may from time to time reasonably
          request;

         

        (iii)           
          as soon as practicable and in any event within five (5) Business Days after
          the
          Originator obtains knowledge thereof, notice of any (a) litigation,
          investigation or proceeding which may exist at any time between the Originator
          and any Governmental Authority which, if not cured or if adversely determined,
          as the case may be, is reasonably likely to have a Material Adverse Effect;
          or
          (b) other litigation or proceeding which is reasonably likely to have a
          Material
          Adverse Effect or (c) other litigation or proceeding relating to any Facility
          Document;

         

        (iv)           
          as soon as practicable and in any event within five (5) Business Days after
          the
          occurrence thereof, notice of any event which is reasonably likely to have
          a
          Material Adverse Effect; and

         

        (v)           
          within 10 Business Days of the end of each fiscal quarter, an Officer’s
          Certificate of the Originator certifying that the Originator is in compliance
          with Section 4.02(e).

         

        (k)           
          Use of
          Proceeds.  The Originator shall utilize the proceeds of the
          Sale Price obtained by it for each Sale made by it hereunder solely for
          general
          corporate purposes (including the retirement or repayment of third party
          debt
          and loans made to Affiliates) and to pay any related expenses payable by
          the
          Originator under this Agreement and the other Facility Documents in connection
          with the transactions contemplated hereby and thereby and for no other
          purpose.

         

        (l)           
          Separate
          Identity.

         

        (i)           
          The Originator shall maintain corporate records and books of account separate
          from those of the Buyer.

         

        (ii)           
          The financial statements of the Originator shall disclose the effects of
          the
          Originator’s transactions in accordance with GAAP and, in addition, disclose
          that (A) the Buyer’s sole business consists of the purchase or acceptance
          through capital contribution

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

           

        

        of
          the
          Transferred Receivables from the Originators and the subsequent resale
          of
          interests in the Transferred Receivables to the Purchasers, (B) the Buyer
          is a
          legal entity separate from the Originator with its own separate creditors
          who
          will be entitled, upon its liquidation, to be satisfied out of the Buyer’s
          assets, prior to any value in the Buyer becoming available to such entities’
equity holders and (C) the assets of the Buyer are not available to pay
          creditors of the Originator or any of its Affiliates.  The
          resolutions, agreements and other instruments underlying the transactions
          described in this Agreement shall be continuously maintained by the Originator
          as official records.

         

        (iii)           
          The Originator shall keep its assets and its liabilities wholly separate
          from
          those of the Buyer except as permitted or contemplated by this Agreement
          and the
          related Facility Documents.

         

        (iv)           
          The Originator shall conduct its business solely in its own name through
          its
          duly authorized officers or agents and in a manner designed not to mislead
          third
          parties as to the separate identity of the Buyer.

         

        (v)           
          The Originator shall maintain an arm’s-length relationship with the Buyer and
          shall not mislead third parties by conducting or appearing to conduct business
          on behalf of the Buyer or expressly or implicitly representing or suggesting
          that the Originator is liable or responsible for the indebtedness of the
          Buyer
          or that the assets of the Originator are available to pay the creditors
          of the
          Buyer.

         

        (vi)           
          The Originator shall cause operating expenses and liabilities of the Buyer
          to be
          paid from the Buyer’s own funds other than as provided in Section 6.14
          hereof.

         

        (vii)           
          The Originator shall at all times have stationery and other business forms
          and a
          mailing address separate from those of the Buyer.

         

        (viii)                      
          The Originator shall at all times limit its transactions with the Buyer
          only to
          those expressly contemplated or permitted hereunder or under any other
          Facility
          Document.

         

        (ix)           
          The Originator shall comply with (and cause to be true and correct) each
          of the
          facts and assumptions contained in the bankruptcy opinions of Skadden,
          Arps,
          Meagher & Flom LLP delivered pursuant to the Schedule of
          Documents.

         

        (m)           
          Adjustments
          to Sale
          Price.  If on any day the Billed Amount of any Transferred
          Receivable is reduced as a result of any Dilution Factors, the Originator
          thereof shall make a cash payment to the Buyer in the amount of such excess
          by
          remitting such amount to a Lock-Box Account in accordance with the terms
          of the
          Purchase Agreement.

         

        (n)           
          Reports and
          Records
          Regarding Transferred Receivables and Reconveyed
          Receivables.  The Originator shall prepare and deliver all
          reports, statements and records required to be delivered by it hereunder
          or
          under any other Facility Documents so as to clearly distinguish Receivables
          that
          are subsequently reconveyed to the Originator pursuant to Section 4.04
          hereof from Transferred Receivables that are not so reconveyed.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

           

        

        (o)           
          Marking of
          Records. At its expense, within thirty (30) days after the Closing Date,
          the Originator shall mark the master data processing records relating to
          Transferred Receivables originated by it and related Contracts, if any,
          with the
          Sale Legend, evidencing that such Transferred Receivables and related Contracts,
          if any, have been sold in accordance with this Agreement.

         

        (p)           
          Lock-Box
          Agreements.  Each Lock-Box Account shall at all times be
          subject to an Account Control Agreement.

         

        (q)           
          Bulk
          Sales.  The Originator will comply with the provisions of any
          applicable bulk sales law (including any applicable bulk transfer provisions),
          if any, and will pay all applicable bulk sales fees and taxes, if any,
          incurred
          in connection with the transactions contemplated by the Facility
          Documents.

         

        Section
          4.03. Negative
          Covenants of Originators.  The Originator covenants and agrees
          that, without the prior written consent of the Buyer and the Agent, from
          and
          after the Closing Date and until the Termination Date:

         

        (a)           
          Sale of
          Assets.  The Originator shall not sell, transfer, convey,
          lease, assign (by operation of law or otherwise) or otherwise dispose of,
          or
          assign any right to receive income in respect of, (i) other than to the
          Buyer pursuant to this Agreement, any Transferred Receivable or Contract
          therefor, any of its rights with respect to any Lock-Box Account or any
          other
          Originator Collateral, or (ii) without prior notice to the Buyer, all or
          substantially all of the Originator’s business, other properties or other
          assets.

         

        (b)           
          Sales;
          Liens.  The Originator shall not sell, assign (by operation of
          law or otherwise) or otherwise dispose of, or create, incur, assume or
          permit to
          exist any Adverse Claim on or with respect to its Transferred Receivables,
          the
          Related Security or any other Originator Collateral (whether now owned
          or
          hereafter acquired) except for the Liens set forth in Schedule 4.03(b) and
          other Permitted Originator Encumbrances.  The Originator will not
          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 Receivable unless
          it
          obtains 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.

         

        (c)           
          Modifications
          of
          Receivables or Contracts.  The Originator, in its capacity as
          Originator, shall not extend, amend, forgive, discharge, compromise, cancel
          or
          otherwise modify the terms of any Transferred Receivable originated by
          it, or
          amend, modify or waive any term or condition of any Contract
          therefor.

         

        (d)           
          Sale
          Characterization.  The Originator shall not make statements or
          disclosures or prepare any financial statements for any purpose, including
          for
          federal income tax, reporting or accounting purposes, that shall account
          for the
          transactions contemplated by this Agreement in any manner other than
          (i) with respect to the Sale of each Transferred Receivable originated by
          it, as a true sale or absolute assignment of its full right, title and
          ownership
          interest in such Transferred Receivable and (ii) with respect to the
          Transfer of each Contributed Receivable under this Agreement, as a contribution
          to the capital of the Buyer.

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

           

        

        (e)           
          Capital Structure
          and
          Business.  The Originator shall not, nor shall the Originator
          permit its Subsidiaries to (i) make any changes in any of its business
          objectives, purposes or operations that could have or result in a Material
          Adverse Effect or (ii) amend, supplement or otherwise modify its
          certificate or Charter Documents in a manner that could have or result
          in a
          Material Adverse Effect.

         

        (f)           
          Actions Affecting
          Rights.  The Originator 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 Transferred Receivables;
          (ii) waive or alter any rights with respect to such Transferred Receivables
          (or any agreement or instrument relating thereto); or (iii) fail to pay any
          tax, assessment, charge, fee or other obligation of the Originator with
          respect
          to such Transferred Receivables, 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 Buyer to and beneficial ownership interest of the
          Buyer
          in such Transferred Receivables or, prior to their Transfer hereunder,
          the
          Originator’s right, title or interest therein.

         

        (g)           
          ERISA.  The
          Originator shall not, nor shall it cause or permit any ERISA Affiliate
          to, (x)
          cause or permit to occur an event that could result in the imposition of
          a Lien
          under Section 412 of the IRC or Section 302 or 4068 of ERISA or (y)
          cause or permit to occur  an ERISA Event.

         

        (h)           
          Change to Credit
          and
          Collection Policies.  The Originator shall comply with the
          Credit and Collection Policies, and no change shall be made to, the Credit
          and
          Collection Policies without the prior written consent of the Buyer.

         

        (i)           
          Adverse Tax
          Consequences.  The Originator shall not fail or neglect to
          perform, keep or observe any of its obligations hereunder or under the
          other
          Facility Documents, that would have the effect directly or indirectly of
          subjecting any payment to the Buyer to withholding taxation.

         

        (j)           
          No
          Proceedings.  From and after the Closing Date and until the
          date one year plus one day following the Termination Date, the Originator
          shall
          not directly or indirectly, institute or cause to be instituted against
          the
          Buyer any involuntary proceeding of the type referred to in Section 7.01(g)
          of
          the Purchase Agreement.

         

        (k)           
          Commingling.  The
          Originator shall not deposit or permit the deposit of any funds that do
          not
          constitute Collections of Transferred Receivables into any Lock-Box Account,
          and
          the Originator shall ensure that no Collections or other proceeds with
          respect
          to a Transferred Receivable reconveyed to it pursuant to Section 4.04
          hereof are paid or deposited into any Lock-Box Account.  If such funds
          are nonetheless deposited into a Lock-Box Account the Originator shall
          notify
          the Servicer to promptly remit any such amounts as directed by the
          Originator.

         

        (l)           
          Financial
          Covenants.  The Originator shall provide notice to the Buyer of
          the substance of any changes to the financial covenants set forth in Annex 4.03(l) and
          such changes shall be incorporated into Annex
          4.03(l).  The Originator shall not breach or fail to comply
          with any of the financial covenants set forth in Annex 4.03(l), nor
          permit the Parent to do so.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

        

        Section
          4.04. Breach of
          Eligibility Criteria.  Upon discovery by (a) the Originator or
          the Buyer that a Transferred Receivable was not an Eligible Receivable
          on the
          date sold hereunder, the party discovering the same shall give prompt written
          notice thereof to the other parties hereto.  The Originator shall, if
          requested by notice from the Buyer, as soon as practicable, but no later
          than
          the Settlement Date for the Monthly Period in which such notice was received,
          either (a) repurchase such Transferred Receivable from the Buyer for cash,
          (b) transfer ownership of one or more new Eligible Receivables to the Buyer
          on such Business Day, or (c) make a capital contribution in cash to the
          Buyer by remitting the amount (the “Rejected Amount”) of
          such capital contribution to a Lock-Box Account in accordance with the
          terms of
          the Purchase Agreement, in each case in an amount equal to the Outstanding
          Balance of such Transferred Receivable.

         

        ARTICLE
          FIVE

         

        INDEMNIFICATION

         

        Section
          5.01. Indemnification.  Without
          limiting any other rights that the Buyer or any of its Stockholders, officers,
          directors, employees, agents or representatives (each, an “Buyer Indemnified
          Party”) may have hereunder or under applicable law, the Originator hereby
          agrees to indemnify and hold harmless, each Buyer Indemnified Party from
          and
          against any and all Indemnified Amounts that may be claimed or asserted
          against
          or incurred by any such Buyer Indemnified Party in connection with or arising
          out of the transactions contemplated under this Agreement or under any
          other
          Facility Document (whether directly or indirectly), including any and all
          legal
          costs and expenses, or in respect of any Transferred Receivable conveyed
          by the
          Originator or any Contract therefor or any Originator Collateral or the
          use by
          the Originator of the Sale Price therefor; provided, that
          the
          Originator shall not be liable for any indemnification to a Buyer Indemnified
          Party to the extent that any such Indemnified Amounts result solely from
          (a) such Buyer Indemnified Party’s gross negligence or willful misconduct,
          as finally determined by a court of competent jurisdiction, (b) recourse
          for uncollectible or uncollected Transferred Receivables, or (c) any income
          tax or franchise tax incurred by any Buyer Indemnified Party, except to
          the
          extent that the incurrence of any such tax results from a breach of or
          default
          by the Originator under this Agreement or any other Facility
          Document.  Subject to the exceptions set forth in clauses (a),
(b)
          and (c) of the
          immediately preceding sentence but otherwise without limiting the generality
          of
          the foregoing, the Originator shall pay on demand to each Buyer Indemnified
          Party any and all Indemnified Amounts to the extent relating to or resulting
          from:

         

        (i)           
          reliance on any representation or warranty made or deemed made by the Originator
          (or any of its officers) under or in connection with this Agreement or
          any other
          Facility Document or on any written information delivered by the Originator
          pursuant hereto or thereto that shall have been incorrect in any material
          respect when made or deemed made or delivered;

         

        (ii)           
          the failure by the Originator to comply with any term, provision or covenant
          contained in this Agreement, any other Facility Document or any agreement
          executed in connection herewith or therewith, any applicable law, rule
          or
          regulation with respect to any Transferred Receivable or Contract therefor,
          the
          Related Security or any other Originator Collateral, or the nonconformity
          of any
          Transferred Receivable or the

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

           

        

        Contract
          therefor, the Related Security or any Originator Collateral with any such
          applicable law, rule or regulation;

         

        (iii)           
          the failure to vest and maintain vested in the Buyer valid and properly
          perfected title to and beneficial ownership of the Receivables that constitute
          Transferred Receivables, together with all Collections in respect thereof,
          free
          and clear of any Adverse Claim;

         

        (iv)           
          any dispute, claim, offset or defense of any Obligor (other than its discharge
          in bankruptcy) to the payment of any Transferred Receivable that is the
          subject
          of a Transfer hereunder (including a defense based on such Transferred
          Receivable or the Contract therefor not being a legal, valid and binding
          obligation of such Obligor enforceable against it in accordance with its
          terms),
          or any other claim resulting from the sale of the merchandise or services
          giving
          rise to such Transferred Receivable or the furnishing or failure to furnish
          such
          merchandise or services or relating to collection activities with respect
          to
          such Transferred Receivable (if such collection activities were performed
          by any
          Affiliate acting as a Servicer), except to the extent that such dispute,
          claim,
          offset or defense results solely from any action or inaction on the part
          of the
          Buyer;

         

        (v)           
          any products liability claim or other claim arising out of or in connection
          with
          merchandise, insurance or services that is the subject of any Contract
          with
          respect to the Transferred Receivables;

         

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

         

        (vii)           
          any failure by the Originator to cause the filing of, or any delay in filing,
          financing statements or other similar instruments or documents under the
          UCC of
          any applicable jurisdiction or any other applicable laws with respect to
          any
          Transferred Receivable that is the subject of a Sale by the Originator
          hereunder, whether at the time of any such Transfer or at any subsequent
          time;

         

        (viii)                      
          any failure by the Originator or the Servicer to perform, keep or observe
          any of
          their respective duties or obligations hereunder, under any other Facility
          Document or under any Contract related to a Transferred Receivable, the
          Related
          Security or the other Originator Collateral;

         

        (ix)           
          any failure of a Lock-Box Bank to comply with the terms of the applicable
          Lock-Box Agreement;

         

        (x)           
          any investigation, litigation or proceeding related to this Agreement or
          the use
          of the Sale Price obtained in connection with any Sale or the ownership
          of
          Transferred Receivables, the Related Security or Collections with respect
          thereto or in respect of any Transferred Receivable, the Related Security
          or
          Contract, except to the extent any such investigation, litigation or proceeding
          relates to a matter involving a Buyer Indemnified Party for which the Originator
          and any of its Affiliates is not at fault, as finally determined by a court
          of
          competent jurisdiction;

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

           

        

        (xi)           
          any claim brought by any Person other than a Buyer Indemnified Party arising
          from any activity by the Originator or any of its Affiliates in servicing,
          administering or collecting any Transferred Receivables or Originator
          Collateral; or

         

        (xii)           
          the failure of any Transferred Receivable to satisfy, as of the date of
          transfer
          hereunder, the requirements of eligibility contained in the definition
          of
“Eligible Receivable”.

         

        NO
          BUYER INDEMNIFIED PARTY SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY
          TO
          THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR
          THIRD
          PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
          DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
          CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION
          CONTEMPLATED HEREUNDER OR THEREUNDER.

         

        ARTICLE
          SIX

        MISCELLANEOUS

         

        Section
          6.01. Notices.  Except
          as otherwise provided herein, whenever it is provided herein that any notice,
          demand, request, consent, approval, declaration or other communication
          shall or
          may be given to or served upon any of the parties by any other parties,
          or
          whenever any of the parties desires to give or serve upon any other parties
          any
          communication with respect to this Agreement, each such notice, demand,
          request,
          consent, approval, declaration or other communication shall be in writing
          and
          shall be deemed to have been validly served, given or delivered (a) upon
          the earlier of actual receipt and three Business Days after deposit in
          the
          United States Mail, registered or certified mail, return receipt requested,
          with
          proper postage prepaid, (b) one Business Day after deposit with a reputable
          overnight courier with all charges prepaid or (c) when delivered, if
          hand-delivered by messenger, all of which shall be addressed to the party
          to be
          notified and sent to the address or facsimile number set forth below in
          this
Section 6.01 or
          to such other address (or facsimile number) as may be substituted by notice
          given as herein provided:

         

        
          	
                   

                	
                  ACCO:

                	
                  ACCO
                    Brands USA LLC 

                


        

        
          	
                   

                	
                  c/o
                    ACCO Brands Corporation 

                


        

        
          	
                   

                	
                  300
                    Tower Parkway 

                


        

        
          	
                   

                	
                  Lincolnshire,
                    IL 60069 

                


        

        
          	
                   

                	
                  Attention:
                    Steve Rubin, Senior Vice President, Secretary and

                  General
                    Counsel 

                


        

         

        
          	
                   

                	
                  Buyer:

                	
                  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 

                


        

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

           

        

        provided,
          that each
          such declaration or other communication shall be deemed to have been validly
          delivered to the Agent under this Agreement upon delivery to the Agent
          or any
          Purchaser in accordance with the terms of the Purchase Agreement. The giving
          of
          any notice required hereunder may be waived in writing by the party entitled
          to
          receive such notice. Failure or delay in delivering copies of any notice,
          demand, request, consent, approval, declaration or other communication
          to any
          Person (other than the Buyer) designated in any written communication provided
          hereunder to receive copies shall in no way adversely affect the effectiveness
          of such notice, demand, request, consent, approval, declaration or other
          communication. Notwithstanding the foregoing, whenever it is provided herein
          that a notice is to be given to any other party hereto by a specific time,
          such
          notice shall only be effective if actually received by such party prior
          to such
          time, and if such notice is received after such time or on a day other
          than a
          Business Day, such notice shall only be effective on the immediately succeeding
          Business Day.

         

        Section
          6.02. No Waiver;
          Remedies.  The Buyer’s failure, at any time or times, to
          require strict performance by the Originator of any provision of this Agreement
          shall not waive, affect or diminish any right of the Buyer thereafter to
          demand
          strict compliance and performance herewith or therewith.  Any
          suspension or waiver of any breach or default hereunder shall not suspend,
          waive
          or affect any other breach or default whether the same is prior or subsequent
          thereto and whether the same or of a different type.  None of the
          undertakings, agreements, warranties, covenants and representations of
          the
          Originator contained in this Agreement, and no breach or default by the
          Originator hereunder or thereunder, shall be deemed to have been suspended
          or
          waived by the Buyer unless such waiver or suspension is by an instrument
          in
          writing signed by an officer of or other duly authorized signatory of the
          Buyer
          and directed to the Originator specifying such suspension or
          waiver.  The Buyer’s rights and remedies under this Agreement shall be
          cumulative and nonexclusive of any other rights and remedies that the Buyer
          may
          have under any other agreement, including the other Facility Documents,
          by
          operation of law or otherwise. 

         

        Section
          6.03. Successors and
          Assigns.  This Agreement shall be binding upon and shall inure
          to the benefit of the Originator and the Buyer and their respective successors
          and permitted assigns, except as otherwise provided herein.  The
          Originator may not assign, transfer, hypothecate or otherwise convey its
          rights,
          benefits, obligations or duties hereunder without the prior express written
          consent of the Buyer.  Any such purported assignment, transfer,
          hypothecation or other conveyance by the Originator without the prior express
          written consent of the Buyer shall be null and void.  The Originator
          acknowledges that, to the extent permitted under the Purchase Agreement,
          the
          Buyer may assign its rights granted hereunder, including the benefit of
          any of
          its rights in Originator Collateral granted under Article II and
          any indemnities under Article V, and
          upon such assignment, such assignee shall have, to the extent of such
          assignment, all rights of the Buyer hereunder and, to the extent permitted
          under
          the Purchase Agreement, may in turn assign such rights.  The
          Originator agrees that, upon any such assignment, such assignee may, following
          the occurrence of an Event of Termination, enforce directly, without joinder
          of
          the Buyer, the rights set forth in this Agreement.  All such
          assignees, including parties to the Purchase Agreement in the case of any
          assignment to such parties, shall be third party beneficiaries of, and
          shall be
          entitled to enforce the Buyer’s rights and remedies under, this Agreement to the
          same extent as if they were parties hereto.  Without limiting the
          generality of the foregoing, all notices to be provided to the Buyer hereunder
          shall be given to both the Buyer and the Agent under the Purchase Agreement,
          and
          shall be effective only upon

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

           

        

        delivery
          or dispatch, as applicable, to the Agent.  The terms and provisions of
          this Agreement are for the purpose of defining the relative rights and
          obligations of the Originators and the Buyer with respect to the transactions
          contemplated hereby and, except for the Purchasers and the Agent, no Person
          shall be a third party beneficiary of any of the terms and provisions of
          this
          Agreement.

         

        Section
          6.04. Termination;
          Survival of Obligations.

         

        (a)           
          This Agreement shall create and constitute the continuing obligations of
          the
          parties hereto in accordance with its terms, and shall remain in full force
          and
          effect until the Termination Date.

         

        (b)           
          Except as otherwise expressly provided herein or in any other Facility
          Document,
          no termination or cancellation (regardless of cause or procedure) of any
          commitment made by the Buyer under this Agreement shall in any way affect
          or
          impair the obligations, duties and liabilities of the Originator or the
          rights
          of the Buyer relating to any unpaid portion of any and all recourse and
          indemnity obligations of the Originator to the Buyer, including those set
          forth
          in Sections 4.04, 5.01
          and 6.14, due
          or not due,
          liquidated, contingent or unliquidated or any transaction or event occurring
          prior to such termination, or any transaction or event, the performance
          of which
          is required after the Termination Date.  Except as otherwise expressly
          provided herein or in any other Facility Document, all undertakings, agreements,
          covenants, warranties and representations of or binding upon the Originator,
          and
          all rights of the Buyer hereunder, all as contained in the Facility Documents,
          shall not terminate or expire, but rather shall survive any such termination
          or
          cancellation and shall continue in full force and effect until the Termination
          Date; provided,
          that the rights and remedies pursuant to Section 4.04, the
          indemnification and payment provisions of Article V, and
          the provisions of Sections 4.03(j),
6.03,
6.12
          and 6.14 shall
          be
          continuing and shall survive any termination of this Agreement.

         

        Section
          6.05. Complete
          Agreement; Modification of Agreement.  This Agreement and the
          other Facility Documents constitute the complete agreement between the
          parties
          with respect to the subject matter hereof and thereof, supersede all prior
          agreements and understandings relating to the subject matter hereof and
          thereof,
          and may not be modified, altered or amended except as set forth in Section
          6.07.

         

        Section
          6.06. Amendments and
          Waivers.  No amendment, modification, termination or waiver of
          any provision of this Agreement or any of the other Facility Documents,
          or any
          consent to any departure by the Originator therefrom, shall in any event
          be
          effective unless the same shall be in writing and signed by each of the
          parties
          hereto.  No consent or demand in any case shall, in itself, entitle
          any party to any other consent or further notice or demand in similar or
          other
          circumstances.

         

        Section
          6.07. GOVERNING LAW;
          CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

         

        (a)           
          THIS AGREEMENT AND EACH
          RELATED
          DOCUMENT (EXCEPT TO THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES
          TO
          THE CONTRARY) AND THE OBLIGATIONS ARISING HEREUNDER AND

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

           

        

        THEREUNDER
          SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
          AND
          PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED 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 PERFECTION, EFFECT OF PERFECTION OR PRIORITY
          OF
          THE INTERESTS OF THE BUYER IN THE TRANSFERRED RECEIVABLES OR REMEDIES HEREUNDER
          OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION
          OTHER THAN THE STATE OF NEW YORK, AND ANY APPLICABLE LAWS OF THE UNITED
          STATES
          OF AMERICA.

         

        (b)           
          EACH PARTY HERETO HEREBY
          CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH
          OF
          MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
          DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT
          OR TO
          ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED
          DOCUMENT;
PROVIDED,
          THAT EACH PARTY HERETO ACKNOWLEDGES
          THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
          OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER,
          THAT NOTHING IN THIS AGREEMENT
          SHALL BE DEEMED OR OPERATE TO PRECLUDE THE BUYER FROM BRINGING SUIT OR
          TAKING
          OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON ORIGINATOR COLLATERAL
          OR ANY OTHER SECURITY FOR THE OBLIGATIONS OF THE ORIGINATOR ARISING HEREUNDER,
          OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE BUYER. EACH
          PARTY
          HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
          OR
          SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY
          OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
          IMPROPER VENUE OR FORUM NON CONVENIENSAND
          HEREBY CONSENTS TO THE GRANTING
          OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
          EACH
          PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
          OTHER
          PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
          SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
          MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS
          SET FORTH
          IN SECTION 6.01 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
          EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN
          THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.  NOTHING IN THIS
          SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS
          IN ANY OTHER MANNER PERMITTED BY LAW.

         

        (c)           
          THE PARTIES HERETO WAIVE
          ALL
          RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE
          ANY
          DISPUTE,

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

           

        

        WHETHER
          SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
          RELATED
          TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION
          WITH
          THIS AGREEMENT OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
          HEREBY
          OR THEREBY.

         

        Section
          6.08. Counterparts.  This
          Agreement may be executed in any number of separate counterparts, each
          of which
          shall collectively and separately constitute one agreement.

         

        Section
          6.09. Severability.  Wherever
          possible, each provision of this Agreement shall be interpreted in such
          a manner
          as to be effective and valid under applicable law, but if any provision
          of this
          Agreement shall be prohibited by or invalid under applicable law, such
          provision
          shall be ineffective only to the extent of such prohibition or invalidity
          without invalidating the remainder of such provision or the remaining provisions
          of this Agreement.

         

        Section
          6.10. Section Titles.  The
          section titles and table of contents contained in this Agreement are provided
          for ease of reference only and shall be without substantive meaning or
          content
          of any kind whatsoever and are not a part of the agreement between the
          parties
          hereto.

         

        Section
          6.11. No
          Setoff.  The Originator’s obligations under this Agreement
          shall not be affected by any right of setoff, counterclaim, recoupment,
          defense
          or other right the Originator might have against the Buyer, all of which
          rights
          are hereby expressly waived by the Originator.

         

        Section
          6.12. Confidentiality.

         

        (a)           
          Except to the extent otherwise required by applicable law, as required
          to be
          filed publicly with the Securities and Exchange Commission, or unless each
          Affected Party shall otherwise consent in writing, the Originators and
          the Buyer
          agree to maintain the confidentiality of this Agreement in its communications
          with third parties other than any Affected Party or any Buyer Indemnified
          Party
          and otherwise and not to disclose, deliver or otherwise make available
          to any
          third party (other than its directors, officers, employees, accountants,
          advisors or counsel) the original or any copy of all or any part of this
          Agreement except to an Affected Party or a Buyer Indemnified Party; provided
          that this Agreement may be disclosed to (a) third parties to the extent
          such
          disclosure is made pursuant to a written agreement of confidentiality and
          (b)
          the Buyer’s or the Originator’s legal counsel and auditors if they agree to hold
          it confidential.

         

        (b)           
          The Originator agrees that it shall not (and shall not permit any of its
          Subsidiaries to) issue any news release or make any public announcement
          pertaining to the transactions contemplated by this Agreement and the Facility
          Documents without the prior written consent of the Buyer (which consent
          shall
          not be unreasonably withheld) unless such news release or public announcement
          is
          required by law, in which case the Originator shall consult with the Buyer
          prior
          to the issuance of such news release or public announcement.

         

        Section
          6.13. Further
          Assurances.

         

        (a)           
          The Originator shall at its sole cost and expense, upon request of the
          Buyer,
          promptly and duly execute and deliver any and all further instruments and
          documents and take such further actions that may be necessary or desirable
          or
          that the Buyer may request to carry out

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

           

        

        more
          effectively the provisions and purposes of this Agreement or any other
          Facility
          Document or to obtain the full benefits of this Agreement and of the rights
          and
          powers herein granted, including (i) using its best efforts to secure all
          consents and approvals necessary or appropriate for the assignment to or
          for the
          benefit of the Buyer of any Transferred Receivable or Originator Collateral
          held
          by the Originator or in which the Originator has any rights not heretofore
          assigned and (ii) filing any financing or continuation statements under the
          UCC with respect to the ownership interests or Liens granted hereunder
          or under
          any other Facility Document.  The Originator hereby authorizes the
          Buyer to file any such financing or continuation statements without the
          signature of the Originator to the extent permitted by applicable law.
          A carbon,
          photographic or other reproduction of this Agreement or of any notice or
          financing statement covering the Transferred Receivables, Originator Collateral
          or any part thereof shall be sufficient as a notice or financing statement
          where
          permitted by law. If any amount payable under or in connection with any
          Originator Collateral is or shall become evidenced by any instrument, such
          instrument, other than checks and notes received in the ordinary course
          of
          business, shall be duly endorsed in a manner satisfactory to the Buyer
          immediately upon the Originator’s receipt thereof and promptly delivered to the
          Buyer.

         

        (b)           
          If the Originator fails to perform any agreement or obligation under this
Section 6.13,
          the Buyer may (but shall not be required to) itself perform, or cause
          performance of, such agreement or obligation, and the reasonable expenses
          of the
          Buyer incurred in connection therewith shall be payable by the Originator
          upon
          demand of the Buyer.

         

        Section
          6.14. Fees and
          Expenses.  In addition to its indemnification obligations
          pursuant to Article V, the
          Originator agrees to pay on demand all costs and expenses incurred by the
          Buyer
          in connection with the negotiation, preparation, execution and delivery
          of this
          Agreement and the other Facility Documents, including the fees and out-of-pocket
          expenses of the Buyer’s counsel, advisors, consultants and auditors retained in
          connection with the transactions contemplated thereby and advice in connection
          therewith, and the Originator agrees to pay all costs and expenses, if
          any
          (including attorneys’ fees and expenses but excluding any costs of enforcement
          or collection of the Transferred Receivables), incurred by the Buyer or
          its
          assigns in connection with the enforcement of this Agreement and the other
          Facility Documents.

         

        [Signature
          Pages Follow]

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

           

        

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

         

        
          
            	 	
                    ACCO
                      BRANDS USA LLC,

                    
                        
                        as Originator 

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/Neal
                    V. Fenwick	 
	 	 	Name: 
                    Neal V. Fenwick 	 
	 	 	Title:   
                    Vice President	 
	 	 	 	 


          

        

         

        
           

          
            
              	 	
                      
                        ACCO
                          BRANDS RECEIVABLES FUNDING

                          
                          LLC, as Buyer 
or
                        

                    	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	/s/Neal
                      V. Fenwick	 
	 	 	Name: 
                      Neal V. Fenwick 	 
	 	 	Title:   
                      Manager and Vice President	 
	 	 	 	 


            

          

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

        

         

        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.

         

        “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 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 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 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. 

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        (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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        “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;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        (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:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        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.