EX-10.1






Execution Version




OMNIBUS AMENDMENT





THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of June 25, 2014 (the “Effective Date”),
is entered into among INSIGHT RECEIVABLES, LLC (“Insight Receivables”), INSIGHT ENTERPRISES, INC.
(“Insight”, the “Servicer” or the “Performance Guarantor”), INSIGHT DIRECT USA, INC. (“Insight
Direct”), INSIGHT PUBLIC SECTOR, INC. (“Insight Public”), the Purchasers and Managing Agents
party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as successor agent for the
Purchasers (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein
shall have the meanings provided in the Receivables Purchase Agreement defined below.



WHEREAS, Insight Receivables, the Servicer, the Purchasers, the Managing Agents
and the Agent are parties to that certain Receivables Purchase Agreement dated as of
December 31, 2002 (as amended, restated, supplemented or otherwise modified from
time to time prior to the date hereof, the “Receivables Purchase Agreement”), and
JPMorgan Chase Bank, N.A. has resigned as agent under the Receivables Purchase
Agreement, assigned all of its right, title and interest in, to and under the
Receivables Purchase Agreement and the other Transaction Documents to the Agent, and
reallocated its commitment to Wells Fargo Bank, National Association, and PNC Bank,
National Association (“PNC”) pursuant to an Instrument of Resignation and
Appointment of Agent and Termination and Reallocation Agreement of even date
herewith (the “Reallocation Agreement”);



WHEREAS, the remaining parties to the Receivables Purchase Agreement wish to
amend the Receivables Purchase Agreement on the terms and conditions hereinafter set
forth;



WHEREAS, Insight Receivables, Insight Public and Insight Direct are parties to
that certain Amended and Restated Receivables Sale Agreement dated as of September
3, 2003 (as amended, restated, supplemented or otherwise modified from time to time
prior to the date hereof, the “Receivables Sale Agreement”);



WHEREAS, the parties to the Receivables Sale Agreement wish to amend the
Receivables Sale Agreement on the terms and conditions hereinafter set forth;



WHEREAS, the Performance Guarantor executed in favor of the Agent, that certain
Amended and Restated Performance Undertaking, dated as of September 3, 2003 (as
amended, restated, supplemented or otherwise modified from time to time prior to the
date hereof, the “Performance Undertaking”);



WHEREAS, the parties hereto wish to amend the Undertaking on the terms and
conditions hereafter set forth;



NOW, THEREFORE, in consideration of the premises set forth above, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:



SECTION 1. Amendments to Receivables Purchase Agreement. Subject to the fulfillment of the
conditions precedent set forth in Section 4 below, the Receivables Purchase Agreement is hereby
amended in accordance with Exhibit A hereto: (a) by deleting each term thereof which is lined-out
and (b) by inserting each term thereof which is double-underlined, in each case in the place where
such term appears therein. For the avoidance of doubt, notwithstanding anything to the contrary
contained in any prior amendment or amendments to the Receivables Purchase Agreement, the
Receivables Purchase Agreement set forth in Exhibit A hereto reflects the current agreement of the
parties hereto as to all of the terms and provisions of the Receivables Purchase Agreement as of
the Effective Date. On or after the Effective Date, WFB as successor Agent is hereby authorized to
prepare and file such amendments to the Uniform Commercial Code financing statements being assigned
to is by the UCC-3’s described in Section 4(d) below, as it may reasonably deem necessary to
reflect any changes in definitions embodied in the attached version of the Receivables Purchase
Agreement.



SECTION 2. Amendments to the Receivables Sale Agreement. Subject to the fulfillment of the
conditions precedent set forth in Section 4 below, the Receivables Sale Agreement is hereby amended
in accordance with Exhibit B hereto: (a) by deleting each term thereof which is lined-out and (b)
by inserting each term thereof which is double-underlined, in each case in the place where such
term appears therein. For the avoidance of doubt, notwithstanding anything to the contrary
contained in any prior amendment or amendments to the Receivables Sale Agreement, the Receivables
Sale Agreement set forth in Exhibit B hereto reflects the current agreement of the parties hereto
as to all of the terms and provisions of the Receivables Sale Agreement as of the Effective Date.



SECTION 3. Amendments to the Undertaking. Subject to the fulfillment of the conditions
precedent set forth in Section 4 below, the Undertaking is hereby amended in accordance with
Exhibit C hereto: (a) by deleting each term thereof which is lined-out and (b) by inserting each
term thereof which is double-underlined, in each case in the place where such term appears therein.
For the avoidance of doubt, notwithstanding anything to the contrary contained in any prior
amendment or amendments to the Undertaking, the Undertaking set forth in Exhibit C hereto reflects
the current agreement of the parties hereto as to all of the terms and provisions of the
Undertaking as of the Effective Date.



SECTION 4. Conditions Precedent. This Amendment shall become effective as of the close of
business on the Effective Date, subject to the satisfaction of the conditions precedent that the
Managing Agents shall have received:



(a) Counterparts of the Instrument of Resignation and Appointment of Agent and Termination and
Reallocation Agreement, dated as of the date hereto, duly executed by Insight Receivables, the
Servicer, each of the Conduits, Financial Institutions and Managing Agents signatory thereto,
JPMorgan Chase Bank, N.A. as resigning Agent and Wells Fargo Bank, National Association as
successor Agent;



(b) Counterparts of this Amendment executed by each of the parties hereto;



(c) Counterparts of a Seventh Amended and Restated Fee Letter, dated as of the date hereof,
duly executed by duly executed by WFB, PNC and Insight Receivables;



(d) UCC-3 Assignments in favor of the WFB as successor Agent with respect to the financing
statements previously filed by JPMorgan Chase Bank, N.A., as resigning Agent, against Insight
Direct, Insight Public, and Insight Receivables.



(e) Secretary’s or Assistant Secretary’s Certificate for each of the Performance Guarantor,
Insight Direct, Insight Public and Insight Receivables as to an attached copy of its resolutions
authorizing the execution and delivery of the Transaction Documents, and the names, incumbency and
specimen signatures of its officers or other representatives authorized to sign the Transaction
Documents and documents to be delivered thereunder.



(f) Notice of Termination of Blocked Account Control Agreement duly executed by Insight
Receivables and JPMorgan Chase Bank, N.A., as resigning agent and as depositary bank.



(g) Blocked Account Control Agreements by and among each of Insight Direct and Insight
Receivables, Insight Public and Insight Receivables, WFB as successor Agent and JPMorgan Chase
Bank, N.A., with respect to each of the following accounts:



	 	 	 	 	 
	Original Owner of

Lock-Box and

Collection Account

	 	



Collection Account
	 	



Related Lock-Box
	Insight Direct USA, Inc.

	 	#

#

#
	 	#

#

N/A
	Insight Public Sector, Inc.

	 	#
	 	#






SECTION 5. Representations and Warranties. Each of Insight Receivables, Insight (as the
Servicer and as Performance Guarantor), Insight Direct and Insight Public hereby represents and
warrants that (i) this Amendment constitutes its legal, valid and binding obligation, enforceable
against such party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law) and the implied covenants of good faith and fair
dealing; and (ii) after giving effect to this Amendment, the representations and warranties of each
such party, respectively, set forth in Article V of the Receivables Purchase Agreement and Article
II of the Receivables Sale Agreement, as applicable, are true and correct in all material respects
with the same effect as if made on the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date. Insight Receivables further represents and
warrants that after giving effect to this Amendment, no event has occurred and is continuing that
constitutes an Amortization Event or a Potential Amortization Event.



SECTION 6. Reference to and Effect on the Receivables Purchase Agreement, Receivables Sale
Agreement and Undertaking.



6.1 Upon the effectiveness of this Amendment, (i) each reference in the Receivables Purchase
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
and be a reference to the Receivables Purchase Agreement, as amended hereby, and (ii) each
reference to the Receivables Purchase Agreement in any other Transaction Document or any other
document, instrument or agreement executed and/or delivered in connection therewith, shall mean and
be a reference to the Receivables Purchase Agreement as amended hereby.



6.2 Upon the effectiveness of this Amendment, (i) each reference in the Receivables Sale
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
and be a reference to the Receivables Sale Agreement, as amended hereby, and (ii) each reference to
the Receivables Sale Agreement in any other Transaction Document or any other document, instrument
or agreement executed and/or delivered in connection therewith, shall mean and be a reference to
the Receivables Sale Agreement as amended hereby.



6.3 Upon the effectiveness of this Amendment, (i) each reference in the Undertaking to “this
Undertaking”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference
to the Undertaking, as amended hereby, and (ii) each reference to the Undertaking in any other
Transaction Document or any other document, instrument or agreement executed and/or delivered in
connection therewith, shall mean and be a reference to the Undertaking as amended hereby.



6.4 Except as specifically amended hereby, the terms and conditions of the Receivables
Purchase Agreement, of the Receivables Sale Agreement, of the Undertaking, of all other Transaction
Documents and any other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.



6.5 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of Insight Receivables, the Agent, any Purchaser or any Managing
Agent under the Receivables Purchase Agreement, the Receivables Sale Agreement, the Undertaking or
any other Transaction Document or any other document, instrument or agreement executed in
connection therewith, nor constitute a waiver of any provision contained therein, in each case
except as specifically set forth herein.



SECTION 7. Costs and Expenses. Insight Receivables agrees to pay on demand all reasonable
costs and expenses of the Agent, the Managing Agents and the Purchasers party hereto in connection
with the preparation, execution and delivery of this Amendment and the other instruments and
documents to be delivered in connection herewith, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Agent, the Managing Agents and the Purchasers
party hereto with respect thereto and with respect to advising the Agent, the Managing Agents and
the Purchasers party hereto as to their respective rights and responsibilities hereunder and
thereunder.



SECTION 8. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment
by facsimile or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart hereof and deemed an original.



SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS SECTION 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.



SECTION 10. Section Titles. The section titles contained in this Amendment are and shall be
without substance, meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.



[Remainder of page left intentionally blank]





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



INSIGHT RECEIVABLES, LLC




By: Insight Receivables Holding, LLC, its Sole
Member




By: /s/ Helen K. Johnson

Name: Helen K. Johnson

Title: Treasurer





INSIGHT ENTERPRISES, INC., as Servicer and Performance




Guarantor




By: /s/ Glynis Bryan

Name: Glynis Bryan

Title: CFO





INSIGHT DIRECT USA, INC.




By: /s/ Helen K. Johnson

Name: Helen K. Johnson

Title: Treasurer





INSIGHT PUBLIC SECTOR, INC.




By: /s/ Helen K. Johnson

Name: Helen K. Johnson

Title: Treasurer





PNC BANK, NATIONAL ASSOCIATION




as a Financial Institution and a Managing Agent




By: /s/ Mark Falcione

Name: Mark Falcione

Title: Executive Vice President





WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Financial




Institution, a Managing Agent and as the successor Agent




By: /s/ Elizabeth R. Wagner

Name: Elizabeth R. Wagner

Title: Vice President




EXHIBIT A









1






RECEIVABLES PURCHASE AGREEMENT

dated as of December 31, 2002

Among

INSIGHT RECEIVABLES, LLC, as Seller,

INSIGHT ENTERPRISES, INC., as Servicer,




THE ENTITIES PARTY HERETO FROM TIME TO TIME AS



PURCHASERS,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as successor Agent




RECEIVABLES PURCHASE AGREEMENT




This Receivables Purchase Agreement dated as of December 31, 2002 is among Insight
Receivables, LLC, an Illinois limited liability company (“Seller”), Insight Enterprises, Inc., a
Delaware corporation (“Insight”), as initial Servicer (the Servicer together with Seller, the
“Seller Parties” and each a “Seller Party”), PNC Bank, National Association (“PNC”), Wells Fargo
Bank, National Association (“Wells Fargo”), each of the other financial institutions from time to
time party hereto (together with PNC and Wells Fargo, the “Purchasers”), and Wells Fargo Bank,
National Association, as successor agent for the Purchasers hereunder or any further successor
agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined
elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such
terms in Exhibit I.



PRELIMINARY STATEMENTS




Seller desires to transfer and assign Purchaser Interests to the Agent for the benefit of the
Purchasers from time to time.



The Purchasers severally agree that they shall, subject to the terms and conditions of this
Agreement, purchase Purchaser Interests through the Agent from time to time.



ARTICLE I

PURCHASE ARRANGEMENTS




Section 1.1 Purchase Facility.



(a) Upon the terms and subject to the conditions hereof, Seller may, at its option, sell and
assign Purchaser Interests to the Agent for the ratable benefit of the Purchasers. In accordance
with the terms and conditions set forth herein, each of the Purchasers severally agrees to
purchase, through the Agent, such Purchaser’s Percentage of such Purchaser Interests from time to
time in an aggregate amount not to exceed (i) for all Purchasers, the Purchase Limit at such time,
and (ii) for any Purchaser, its Commitment at such time.



(b) Seller may, upon at least 5 Business Days’ notice to the Purchasers, terminate in whole or
reduce in part the unused portion of the Purchase Limit. Upon any reduction of the Purchase Limit,
the Commitments shall be permanently reduced by a corresponding aggregate amount in accordance with
their respective Percentages. Each reduction in the Purchase Limit shall be in an aggregate amount
equal to $5,000,000 or a larger multiple of $1,000,000.



Section 1.2 Increases. Seller shall provide the Purchasers with notice, in accordance with
Section 14.2, in a form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase
Notice”) no later than 11:00 a.m. (Chicago time) on the date of such Incremental Purchase. Each
Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be
irrevocable and shall specify the requested Purchase Price (which shall not be less than $5,000,000
in the aggregate) and the date of purchase. A Purchase Notice received after 11:00 a.m. (Chicago
time) shall be deemed received on the next Business Day. On the date of each Incremental Purchase,
upon satisfaction of the applicable conditions precedent set forth in Article VI, each Purchaser
shall wire transfer to the Facility Account, in immediately available funds, no later than 11:00
a.m. (Chicago time), an amount equal to such Purchaser’s Percentage of the aggregate Purchase Price
for such Incremental Purchase.



Section 1.3 Decreases. Seller shall provide the Purchasers with written notice, in accordance
with Section 14.2 (a “Reduction Notice”), of any proposed reduction of Aggregate Capital from
Collections no later than 12:00 noon (Chicago time) on the Business Day of each proposed reduction.
Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any
such reduction of Aggregate Capital shall occur (which date shall give effect to the notice period
set forth above), and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate
Reduction”), which reduction shall be distributed ratably to each Purchaser in accordance with its
Percentage. Only one (1) Reduction Notice shall be outstanding at any time. A Reduction Notice
received after 12:00 noon (Chicago time) shall be deemed received on the next Business Day.



Section 1.4 Payment Requirements. All amounts to be paid or deposited by any Seller Party
pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms
hereof no later than noon (Chicago time) on the day when due in immediately available funds, and if
not received before noon (Chicago time) shall be deemed to be received on the next succeeding
Business Day. If such amounts are payable to a Purchaser they shall be paid to such Purchaser at
its address listed beneath its signature on its signature page to this Agreement until otherwise
notified by such Purchaser. All computations of Yield, per annum fees hereunder and per annum fees
under the Fee Letters shall be made on the basis of a year of 360 days for the actual number of
days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such
amount shall be payable on the next succeeding Business Day.



ARTICLE II

PAYMENTS AND COLLECTIONS




Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement,
Seller shall immediately pay to the Purchasers when due, on a full recourse basis, (i) such fees as
set forth in the applicable Fee Letters (which fees shall be sufficient to pay all fees owing to
the Purchasers), (ii) all amounts payable as Yield, (iii) all amounts payable as Deemed Collections
(which shall be immediately due and payable by Seller and applied to reduce outstanding Aggregate
Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (iv) all amounts required
pursuant to Section 2.6, (v) all amounts payable pursuant to Article X, if any, (vi) except as
otherwise provided in Section 8.6 of this Agreement, all Servicer costs and expenses, including the
Servicing Fee, in connection with servicing, administering and collecting the Receivables, (vii)
all Broken Funding Costs and (viii) all Default Fees (collectively, the “Obligations”). If any
Person fails to pay any of the Obligations when due, such Person agrees to pay, on demand, the
Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this
Agreement or the Fee Letters shall require the payment or permit the collection of any amounts
hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any
Collections or is deemed to receive any Collections, Seller shall immediately pay such Collections
or Deemed Collections to the Servicer for application in accordance with the terms and conditions
hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be
held in trust by Seller for the exclusive benefit of the Purchasers and the Agent.



Section 2.2 Collections Prior to Amortization. Prior to the Amortization Date, any
Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust
by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment
as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior
to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter
defined) of Collections evidenced by the Purchaser Interests of each Terminating Purchaser and (ii)
Seller hereby requests and the Purchasers (other than any Terminating Purchasers) hereby agree to
make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of
the balance of each and every Collection received by the Servicer that is part of any Purchaser
Interest (other than any Purchaser Interests of Terminating Purchasers), such that after giving
effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after
such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately
prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date,
the Servicer shall remit to each Purchaser’s respective account the amounts set aside during the
period since the immediately prior Settlement Date that have not been subject to a Reinvestment and
apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid
Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Purchasers,
applied ratably to each Terminating Purchaser according to its respective Termination Percentage.
If such Capital and Obligations shall be reduced to zero, any additional Collections received by
the Servicer (i) if applicable, shall be remitted to each Purchaser’s respective account no later
than noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement
Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on
such Settlement Date. Each Terminating Purchaser shall be allocated a ratable portion of
Collections from the date of its becoming a Terminating Purchaser (the “Termination Date”) until
such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall
be calculated on the Termination Date of each Terminating Purchaser as a percentage equal to (i)
Capital of such Terminating Purchaser outstanding on its Termination Date, divided by (ii) the
Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each
Terminating Purchaser’s Termination Percentage shall remain constant prior to the Amortization
Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and
each Terminating Purchaser’s Capital shall be reduced ratably with all Purchasers in accordance
with Section 2.3.



Section 2.3 Collections Following Amortization. On the Amortization Date and on each day
thereafter, the Servicer shall set aside and hold in trust, for the holder of each Purchaser
Interest, all Collections received on such day and an additional amount for the payment of any
accrued and unpaid Obligations owed by Seller and not previously paid by Seller in accordance with
Section 2.1. On and after the Amortization Date, the Servicer shall, at any time upon the request
from time to time by (or pursuant to standing instructions from) the Agent or any Purchaser (i)
remit to each Purchaser’s respective account, in accordance with the Percentages of the Purchasers,
the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the
Capital associated with each such Purchaser Interest and any other Aggregate Unpaids.



Section 2.4 Application of Collections. If there shall be insufficient funds on deposit for
the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to
Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds:




first, to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in
connection with servicing, administering and collecting the Receivables, including the
Servicing Fee, if Seller or one of its Affiliates is not then acting as the Servicer,




second, to the reimbursement of the Agent’s and the Purchaser’s costs and expenses
(including reasonable fees of legal counsel) of collection and enforcement of this
Agreement,




third, ratably to the payment of all accrued and unpaid fees under the Fee Letters,
Yield,




fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital
(without regard to any Termination Percentage),




fifth, for the ratable payment of all other unpaid Obligations, provided that to the
extent such Obligations relate to the payment of Servicer costs and expenses, including the
Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs
and expenses will not be paid until after the payment in full of all other Obligations, and




sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.



Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance
with the aforementioned provisions, and, giving effect to each of the priorities set forth in
Section 2.4 above, shall be shared ratably (within each priority) among the Agent and the
Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in
respect of each such priority.



Section 2.5 Payment Rescission. No payment of any of the Aggregate Unpaids shall be
considered paid or applied hereunder to the extent that, at any time, all or any portion of such
payment or application is rescinded by application of law or judicial authority, or must otherwise
be returned or refunded for any reason. Seller shall remain obligated for the amount of any
payment or application so rescinded, returned or refunded, and shall promptly pay each Purchaser
who suffered such rescission, return or refund the full amount thereof, plus the Default Fee from
the date of any such rescission, return or refunding.



Section 2.6 Maximum Purchaser Interests and Aggregate Capital. Seller shall ensure that at no
time shall (i) the Purchaser Interests of the Purchasers exceed in the aggregate 100% or (ii) the
Aggregate Capital exceeds the Purchase Limit. If the aggregate of the Purchaser Interests of the
Purchasers exceeds 100%, Seller shall pay to the Purchasers within one (1) Business Day after
Seller’s knowledge thereof, an amount to be applied to reduce the Aggregate Capital (allocated to
each Purchaser based on its Percentage), such that after giving effect to such payment (and the
application thereof to reduce the Aggregate Capital) the aggregate of the Purchaser Interests
equals or is less than 100%. If the Aggregate Capital exceeds the Purchase Limit, Seller shall pay
to the Purchasers within one (1) Business Day, an amount to be applied to reduce the Aggregate
Capital (allocated to each Purchaser based on its Percentage), such that after giving effect to
such payment the Aggregate Capital equals or is less than the Purchase Limit.



Section 2.7 Clean Up Call. In addition to Seller’s rights pursuant to Section 1.3, Seller
shall have the right (after providing two (2) Business Days written notice to the Purchasers), at
any time following the reduction of the Aggregate Capital to a level that is less than 25.0% of the
original Purchase Limit, to repurchase from the Purchasers all, but not less than all, of the then
outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount equal to
the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds.
Such repurchase shall be without representation, warranty or recourse of any kind, on the part of,
or against any Purchaser or the Agent.



ARTICLE III

[RESERVED]




ARTICLE IV

FUNDING




Section 4.1 Funding. Each Purchaser Interest shall accrue Yield for each day during its
Tranche Period at a rate equal to the Discount Rate in accordance with the terms and conditions
hereof. Until any Purchaser gives notice to Seller of the suspension of the LIBO Rate in
accordance with Section 4.3, and prior to the occurrence and continuation of an Amortization Event,
the Discount Rate for any Purchaser Interest pursuant to the terms and conditions hereof shall be
the LIBO Rate. From and after the giving of the notice described in Section 4.3, and after the
occurrence and continuation of an Amortization Event, the Discount Rate for any Purchaser Interest
shall be the Alternate Base Rate.



Section 4.2 Yield Payments. On the Monthly Settlement Date for each Purchaser Interest,
Seller shall pay to the applicable Purchaser an aggregate amount equal to the accrued and unpaid
Yield for the most recently ended Accrual Period in respect of the portion of Capital held by such
Purchaser during such Accrual Period in accordance with Article II.



Section 4.3 Suspension of the LIBO Rate. (a) If any Purchaser notifies Seller that it has
determined that funding its Percentage of the Purchaser Interests at a LIBO Rate would violate any
applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether
or not having the force of law, or that (i) deposits of a type and maturity appropriate to match
fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not
accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate,
then such Purchaser shall suspend the availability of such LIBO Rate and any Purchaser Interest
accruing Yield at such LIBO Rate shall accrue interest at the Alternate Base Rate.



(b) If less than all of the Purchasers give a notice to Seller pursuant to Section 4.3(a),
each Purchaser which gave such a notice shall be obliged, at the request of Seller, to assign all
of its rights and obligations hereunder to another funding entity nominated by Seller and willing
to participate in this Agreement through the Stated Termination Date in the place of such notifying
Purchaser; provided that (i) the notifying Purchaser receives payment in full, pursuant to an
Assignment Agreement, of an amount equal to such notifying Purchaser’s share of the Capital and
Yield owing to it and all accrued but unpaid fees and other costs and expenses payable in respect
of its Purchaser Interests, and (ii) the replacement Purchaser otherwise satisfies the requirements
of Section 12.1(b).



ARTICLE V

REPRESENTATIONS AND WARRANTIES




Section 5.1 Representations and Warranties of The Seller Parties. Each Seller Party hereby
represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as
of the date of each Incremental Purchase and the date of each Reinvestment that:



(a) Corporate Existence and Power. Such Seller Party is a corporation or limited liability
company duly organized, validly existing and in good standing under the laws of its state of
incorporation or formation. Such Seller Party is duly qualified to do business and is in good
standing as a foreign corporation or limited liability company, and has and holds all corporate or
limited liability company power and all governmental licenses, authorizations, consents and
approvals required to carry on its business in each jurisdiction in which its business is conducted
except where the failure to so qualify or to so have or hold could not reasonably be expected to
have a Material Adverse Effect.



(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and
delivery by such Seller Party of this Agreement and each other Transaction Document to which it is
a party, and the performance of its obligations hereunder and thereunder and, in the case of
Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate or
company powers and authority and have been duly authorized by all necessary corporate or company
action on its part. This Agreement and each other Transaction Document to which such Seller Party
is a party has been duly executed and delivered by such Seller Party.



(c) No Conflict. The execution and delivery by such Seller Party of this Agreement and each
other Transaction Document to which it is a party, and the performance of its obligations hereunder
and thereunder do not contravene or violate (i) its certificate or articles of incorporation or
by-laws or certificate of formation or limited liability company agreement, (ii) any law, rule or
regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound that is material to the
operation of its business, or (iv) any order, writ, judgment, award, injunction or decree binding
on or affecting it or its property, and do not result in the creation or imposition of any Adverse
Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder); and no
transaction contemplated hereby requires compliance with any bulk sales act or similar law.



(d) Governmental Authorization. Other than the filing of the financing statements required
hereunder, no authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution and delivery by such
Seller Party of this Agreement and each other Transaction Document to which it is a party and the
performance of its obligations hereunder and thereunder.



(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of
such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any of its
properties, in or before any court, arbitrator or other body, that could reasonably be expected to
have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of
any court, arbitrator or governmental body.



(f) Binding Effect. This Agreement and each other Transaction Document to which such Seller
Party is a party constitute the legal, valid and binding obligations of such Seller Party
enforceable against such Seller Party in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).



(g) Accuracy of Information. All information heretofore furnished by such Seller Party or any
of its Affiliates to the Agent or the Purchasers for purposes of or in connection with this
Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby
is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to
the Agent or the Purchasers will be, true and accurate in every material respect on the date such
information is stated or certified and does not and will not knowingly contain any material
misstatement of fact or omit to state a material fact or any fact necessary to make the statements
contained therein not misleading; provided, that any such information constituting projections or
pro forma financial information contained in such materials are based upon good faith estimates and
assumptions believed by the party providing the same to be reasonable at the time made, it being
recognized by the Agent and the Purchasers that such projections as to future events are not to be
viewed as facts and that actual results during the period or periods covered by any such
projections may differ from the projected results.



(h) Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose
that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of
Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any
transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as
amended.



(i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the legal and
beneficial owner of the Receivables and Related Security with respect thereto, free and clear of
any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all
financing statements or other similar instruments or documents necessary under the UCC (or any
comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each
Receivable, its Collections and the Related Security.



(j) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the
Agent for the benefit of the Purchasers (and the Agent for the benefit of such Purchasers shall
acquire from Seller) a valid and perfected first priority undivided percentage ownership or
security interest in each Receivable existing or hereafter arising and in the Related Security and
Collections with respect thereto, free and clear of any Adverse Claim, except as created by the
Transactions Documents. There have been duly filed all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest
in the Receivables, the Related Security and Collections.



(k) Places of Business and Locations of Records; Jurisdiction of Organization. The principal
places of business and chief executive office of such Seller Party and the offices where it keeps
all of its Records are located at the address(es) listed on Exhibit III or such other locations of
which the Agent and the Purchasers have been notified in accordance with Section 7.2(a) in
jurisdictions where all action required by Section 14.4(a) has been taken and completed. Seller is
an Illinois limited liability company. Seller’s Federal Employer Identification Number and
Illinois organizational number are correctly set forth on Exhibit III.



(l) Collections. The conditions and requirements set forth in Section 7.1(j) and Section 8.2
have at all times been satisfied and duly performed. The names and addresses of all Collection
Banks, together with the account numbers of the Collection Accounts of Seller at each Collection
Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not
granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of
any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box
or Collection Account at a future time or upon the occurrence of a future event.



(m) Material Adverse Effect. (i) The initial Servicer represents and warrants that since June
30, 2002, no event has occurred that could reasonably be expected to have a material adverse effect
on the financial condition or operations of the initial Servicer and its Subsidiaries or the
ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller
represents and warrants that since the date of this Agreement, no event has occurred that would
have a material adverse effect on (A) the financial condition or operations of Seller, (B) the
ability of Seller to perform its obligations under the Transaction Documents, or (C) the
collectibility of the Receivables generally or any material portion of the Receivables.



(n) Names. In the past five (5) years, Seller has not used any company names, trade names or
assumed names other than the name in which it has executed this Agreement.



(o) Ownership of Seller. The Member owns, directly or indirectly, 100% of the issued and
outstanding membership interests of Seller, free and clear of any Adverse Claim other than the
Adverse Claim in favor of (i) the Administrative Agent as contemplated by the Credit Agreement and
(ii) the Floorplan Collateral Agent as contemplated by the Floorplan Credit Agreement.



(p) Not an Investment Company. Such Seller Party is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or any successor statute.



(q) Compliance with Law. Such Seller Party has complied in all material respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject. Each Receivable, together with the Contract related thereto, does not
contravene any laws, rules or regulations applicable thereto (including, without limitation, laws,
rules and regulations relating to truth in lending, fair credit billing, fair credit reporting,
equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract
is in violation of any such law, rule or regulation.



(r) Compliance with Credit and Collection Policy. Such Seller Party has complied in all
material respects with the Credit and Collection Policy with regard to each Receivable and the
related Contract, and has not made any change to such Credit and Collection Policy, except such
material change as to which the Purchasers have been notified in accordance with Section
7.1(a)(vii).



(s) Payments to Originators. With respect to each Receivable transferred to Seller under the
Receivables Sale Agreement, Seller has given reasonably equivalent value to the applicable
Originator in consideration therefor and such transfer was not made for or on account of an
antecedent debt. No transfer by any Originator of any Receivable under the Receivables Sale
Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C.
§§ 101 et seq.), as amended.



(t) Enforceability of Contracts. Each Contract with respect to each Receivable is effective
to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the
Outstanding Balance of the Receivable created thereunder and any accrued interest thereon,
enforceable against the Obligor in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).



(u) Eligible Receivables. Each Receivable included in the Net Eligible Receivables Balance as
an Eligible Receivable on the date of its purchase under the Receivables Sale Agreement was an
Eligible Receivable on such purchase date and, as of the date of each Report or any other report
delivered pursuant to Section 8.5 or Section 6.2(a)(ii), each Receivable included in the Net
Eligible Receivables Balance on such Report or other report was an Eligible Receivable.



(v) Net Eligible Receivables Balance. Seller has determined that, immediately after giving
effect to each purchase hereunder, the Net Eligible Receivables Balance is equal to or greater than
the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.



(w) Accounting. The manner in which such Seller Party accounts for the transactions
contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale
analysis.



(x) Purpose. Seller has determined that, from a business viewpoint, the purchase of the
Receivables and related interests thereto from Insight under the Receivables Sale Agreement, and
the sale of Purchaser Interests to the Purchasers and the other transactions contemplated herein,
are in the best interests of Seller.



(y) Financial Statements. The September 30, 2002 consolidated financial statements of Insight
and its Subsidiaries heretofore delivered to the Agent and the Purchasers were prepared in
accordance with generally accepted accounting principles in effect on the date such statements were
prepared (except for the absence of footnotes and subject to year-end audit adjustments) and fairly
present in all material respects the consolidated financial condition and operations of Insight and
its Subsidiaries at such date and the consolidated results of their operations for the period then
ended.



(z) Payments in Ordinary Course. Each remittance of Collections by the Seller to the Agent or
the Purchasers hereunder will have been made (i) in payment of a debt incurred in the ordinary
course of business or financial affairs and (ii) in the ordinary course of business or financial
affairs.



(aa) OFAC. No Seller Party (i) is an “enemy” or an “ally of the enemy” within the meaning of
Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), as
amended, (ii) is in violation of (A) the Trading with the Enemy Act, as amended, (B) any of the
foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto or (C) the
PATRIOT Act, (iii) is a Sanctioned Person or Sanctioned Country, (ii) has its assets located in
Sanctioned Countries, or (iii) derives income from investments in, or transactions with, Sanctioned
Persons or Sanctioned Countries. No part of the proceeds of any of the purchases, including
without limitation, Incremental Purchases and Reinvestments, made hereunder will be used directly
or indirectly to fund any operations in, finance any investments or activities in or make any
payments to, a Sanctioned Person or a Sanctioned Country.



ARTICLE VI

CONDITIONS OF PURCHASES




Section 6.1 Conditions Precedent to Initial Incremental Purchase. The initial Incremental
Purchase of a Purchaser Interest under this Agreement is subject to the conditions precedent that
(a) the Agent and the Purchasers shall have received on or before the date of such purchase those
documents listed on Schedule B and (b) the Agent and the Purchasers shall have received all fees
and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee
Letters.



Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each Incremental
Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the
case of each such Incremental Purchase or Reinvestment: (i) the Servicer shall have delivered to
the Agent and the Purchasers on or prior to the date of such purchase, in form and substance
satisfactory to the Agent, all Reports as and when due under Section 8.5 and (ii) upon the Agent’s
or any Purchaser’s reasonable request, the Servicer shall have delivered to the Agent and the
Purchasers at least three (3) days prior to such purchase or Reinvestment an interim report in the
form of a Monthly Report, Weekly Report or Daily Report showing the amount of Eligible Receivables;
(b) the Facility Termination Date shall not have occurred; (c) each Purchaser shall have received
such other approvals, opinions or documents as it may reasonably request and (d) on the date of
each such Incremental Purchase or Reinvestment, the following statements shall be true (and
acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a
representation and warranty by Seller that such statements are then true):




(i) the representations and warranties set forth in Section 5.1 are true and correct on
and as of the date of such Incremental Purchase or Reinvestment as though made on and as of
such date (or, to the extent such representations and warranties specifically relate to an
earlier date, that such representations and warranties were true, correct and complete in
all material respects on and as of such earlier date);




(ii) no event has occurred and is continuing, or would result from such Incremental
Purchase or Reinvestment, that will constitute an Amortization Event, and no event has
occurred and is continuing, or would result from such Incremental Purchase or Reinvestment,
that would constitute a Potential Amortization Event; and




(iii) the Aggregate Capital does not exceed the Purchase Limit and the aggregate
Purchaser Interests do not exceed 100%.



It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or
any Purchaser, occur automatically on each day that the Servicer shall receive any Collections
without the requirement that any further action be taken on the part of any Person and
notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in
respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions
precedent in respect of any Reinvestment shall give rise to a right of the Agent or any Purchaser,
which right may be exercised at any time on demand of the Agent or any such Purchaser within thirty
(30) days after the Agent or any such Purchaser shall have obtained knowledge of such failure, to
rescind the related purchase and direct Seller to pay to the applicable Purchaser an amount equal
to the Collections prior to the Amortization Date that shall have been applied to the affected
Reinvestment.



ARTICLE VII

COVENANTS




Section 7.1 Affirmative Covenants of The Seller Parties. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, each Seller Party hereby covenants, as to itself, as set forth below:



(a) Financial Reporting. Such Seller Party will maintain, for itself and each of its
Subsidiaries, a system of accounting established and administered in accordance with GAAP, and
furnish or cause to be furnished to the Agent and the Purchasers:




(i) Annual Reporting. Within 90 days after the end of each of its respective fiscal
years, audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows for Insight and its consolidated subsidiaries as of the
end of and for such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by KPMG LLP or other independent public accountants of
recognized national standing (without a “going concern” or like qualification or exception
and without any qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of Insight and its consolidated subsidiaries on a
consolidated basis in accordance with GAAP consistently applied; provided, that the Seller
Parties shall be deemed to have delivered the foregoing to the Agent and the Purchasers if
such information has been filed with the Securities and Exchange Commission and is available
on the EDGAR site at www.sec.gov or any successor government site that is freely and readily
available to the Agent and the Purchasers without charge, or has been made available on
Insight’s website , and the delivery date therefor shall be deemed to be the first day on
which such information is available to the Agent and the Purchasers on one of such web
pages; provided, further, that Insight will promptly notify the Agent and the Purchasers of
each posting to such sites upon the occurrence thereof. In order to provide such notices
promptly, Insight agrees that it shall register the Agent and the Purchasers in the
appropriate Insight databases necessary to cause such notices to be sent automatically
(including, without limitation, by e-mail to e-mail addresses agreed upon by the Agent and
the Purchasers) on the applicable filing dates, and Purchasers agree to self-subscribe to
receive such notices on Insight’s website.




(ii) Within 45 days after the end of each of the first three fiscal quarters of its
respective fiscal years, unaudited consolidated balance sheets of Insight and related
unaudited consolidated statements of operations, and cash flows as of the end of and for
such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of (or, in the
case of the balance sheet, as of the end of) the previous fiscal year, together with
internally prepared balance sheets and statements of income for Seller, all certified by an
Authorized Officer of Insight or Seller, as applicable, as presenting fairly in all material
respects the financial condition and results of operations of Insight and its consolidated
Subsidiaries on a consolidated basis or Seller, as applicable, in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes; provided, that the foregoing shall be deemed to have been delivered to the Agent
and the Purchasers if such information has been filed with the Securities and Exchange
Commission and is available on the EDGAR site at www.sec.gov or any successor government
site that is freely and readily available to the Agent and the Purchasers without charge, or
has been made available on Insight’s website www.insight.com, and the delivery date therefor
shall be deemed to be the first day on which such information is available to the Agent and
the Purchasers on one of such web pages; provided, further, that Insight will promptly
notify the Agent and the Purchasers of each posting to such sites upon the occurrence
thereof. In order to provide such notices promptly, Insight agrees that it shall register
the Agent and the Purchasers in the appropriate Insight databases necessary to cause such
notices to be sent automatically (including, without limitation, by e-mail to e-mail
addresses agreed upon by the Agent and the Purchasers) on the applicable filing dates, and
Purchasers agree to self-subscribe to receive such notices on Insight’s website.




(iii) Compliance Certificate. Together with the financial statements required
hereunder, a compliance certificate in substantially the form of Exhibits V-A and V-B, as
applicable, signed by such Seller Party’s Authorized Officer and dated the date of such
annual financial statement or such quarterly financial statement, as the case may be.




(iv) Statements and Reports. Promptly upon the furnishing thereof to the shareholders
or members of such Seller Party copies of all financial statements, reports and proxy
statements so furnished; provided, that the Seller Parties shall be deemed to have delivered
the foregoing to the Agent and the Purchasers if such information has been filed with the
Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any
successor government site that is freely and readily available to the Agent and the
Purchasers without charge, or has been made available on Insight’s website www.insight.com,
and the delivery date therefor shall be deemed to be the first day on which such information
is available to the Agent and the Purchasers on one of such web pages; provided, further,
that Insight will promptly notify the Agent and the Purchasers of each posting to such sites
upon the occurrence thereof. In order to provide such notices promptly, Insight agrees that
it shall register the Agent and the Purchasers in the appropriate Insight databases
necessary to cause such notices to be sent automatically (including, without limitation, by
e-mail to e-mail addresses agreed upon by the Agent and the Purchasers) on the applicable
filing dates, and Purchasers agree to self-subscribe to receive such notices on Insight’s
website.




(v) S.E.C. Filings. Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which Insight or any of
its Subsidiaries files with the Securities and Exchange Commission; provided, that the
Seller Parties shall be deemed to have delivered the foregoing to the Agent and the
Purchasers if such information has been filed with the Securities and Exchange Commission
and is available on the EDGAR site at www.sec.gov or any successor government site that is
freely and readily available to the Agent and the Purchasers without charge, or has been
made available on Insight’s website www.insight.com, and the delivery date therefor shall be
deemed to be the first day on which such information is available to the Agent and the
Purchasers on one of such web pages; provided, further, that Insight will promptly notify
the Agent and the Purchasers of each posting to such sites upon the occurrence thereof. In
order to provide such notices promptly, Insight agrees that it shall register the Agent and
the Purchasers in the appropriate Insight databases necessary to cause such notices to be
sent automatically (including, without limitation, by e-mail to e-mail addresses agreed upon
by the Agent and the Purchasers) on the applicable filing dates, and Purchasers agree to
self-subscribe to receive such notices on Insight’s website.




(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent,
financial statements, certification, report or other communication under or in connection
with any Transaction Document from any Person other than the Agent or any Purchaser, copies
of the same.




(vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the
effectiveness of any material change in or material amendment to the Credit and Collection
Policy, a copy of the Credit and Collection Policy then in effect and a notice (A)
indicating such change or amendment, and (B) if such proposed change or amendment would be
reasonably likely to adversely affect the collectibility of the Receivables or decrease the
credit quality of any newly created Receivables, requesting each Purchaser’s consent
thereto.




(viii) [Reserved].




(ix) Other Information. Promptly, from time to time, such other information,
documents, records or reports relating to the Receivables or the condition or operations,
financial or otherwise, of such Seller Party as the Agent or any Purchaser may from time to
time reasonably request in order to protect the interests of the Agent and the Purchasers
under or as contemplated by this Agreement.



(b) Notices. Such Seller Party will notify the Agent in writing of any of the following
promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps
being taken with respect thereto:




(i) Amortization Events or Potential Amortization Events. The occurrence of each
Amortization Event and each Potential Amortization Event, by a statement of an Authorized
Officer of such Seller Party.




(ii) Judgment and Proceedings. (A) (1) The entry of any judgment or decree against the
Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and
decrees then outstanding against the Servicer and its Subsidiaries exceeds $15,000,000, and
(2) the institution of any litigation, arbitration proceeding or governmental proceeding
against the Servicer which, if adversely determined to the Servicer, could reasonably be
expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or
the institution of any litigation, arbitration proceeding or governmental proceeding against
Seller.




(iii) Material Adverse Effect. The occurrence of any event or condition that has had,
or could reasonably be expected to have, a Material Adverse Effect.




(iv) Termination Date. The occurrence of the “Termination Date” under and as defined
in the Receivables Sale Agreement.




(v) Defaults Under Other Agreements. (A) The occurrence of a default or an event of
default under any other financing arrangement pursuant to which the Seller is a debtor or an
obligor or (B) the occurrence of a default or an event of default under any financing
arrangement pursuant to which the Servicer is a debtor or an obligor and relating to
Specified Indebtedness.




(vi) Appointment of Independent Director. The decision to appoint a new director of the
Seller as an “Independent Director” for purposes of this Agreement, such notice to (A) be
issued not less than ten (10) days prior to the effective date of such appointment and (B)
certify that the designated Person satisfies the criteria set forth in the definition herein
of “Independent Director.”



(c) Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will
comply in all respects with (i) all applicable laws, rules and regulations to which it may be
subject except (A) where the necessity of compliance therewith is contested in good faith by
appropriate proceedings and (B) where the failure to comply could not reasonably be expected to
have a Material Adverse Effect, and (ii) all applicable orders, writs, judgments, injunctions,
decrees and awards to which it may be subject which have not been stayed by appropriate
proceedings. Such Seller Party will preserve and maintain its corporate or limited liability
company existence, rights, franchises and privileges in the jurisdiction of its incorporation, and
qualify and remain qualified in good standing or active status as a foreign corporation or limited
liability company in each jurisdiction where its business is conducted except where the failure to
be so qualified could not reasonably be expected to have a Material Adverse Effect.



(d) Audits. Such Seller Party will furnish to the Agent and each Purchaser from time to time
such information with respect to it and the Receivables as the Agent or any Purchaser may
reasonably request. Such Seller Party will, from time to time during regular business hours as
requested by the Agent or any Purchaser upon reasonable notice and at the sole cost of such Seller
Party, permit the Agent, the Purchasers or their agents or representatives (and cause each
Originator to permit the Agent, the Purchasers or their agents or representatives), (i) to examine
and make copies of and abstracts from all Records in the possession or under the control of such
Person relating to the Receivables and the Related Security, including, without limitation, the
related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of
examining such materials described in clause (i) above, and to discuss matters relating to such
Person’s financial condition or the Receivables and the Related Security or any Person’s
performance under any of the Transaction Documents or any Person’s performance under the Contracts
and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge
of such matters. To the extent it is reasonably possible to do so, any such visitations,
examinations and discussions shall be conducted concurrently so as to minimize interference with
the operations of such Seller Party.



(e) Keeping and Marking of Records and Books.




(i) The Servicer will (and will cause each Originator to) maintain and implement
administrative and operating procedures (including, without limitation, an ability to
recreate records evidencing Receivables in the event of the destruction of the originals
thereof), and keep and maintain all documents, books, records and other information
reasonably necessary or advisable for the collection of all Receivables (including, without
limitation, records adequate to permit the immediate identification of each new Receivable
and all Collections of and adjustments to each existing Receivable). The Servicer will (and
will cause each Originator to) give the Agent and each Purchaser notice of any material
change in the administrative and operating procedures referred to in the previous sentence.




(ii) Such Seller Party will (and will cause each Originator to) (A) on or prior to the
date hereof, mark its master data processing records and other books and records relating to
the Purchaser Interests with a legend, acceptable to the Agent and the Purchasers,
describing the Purchaser Interests and (B) upon the request of the Agent or any Purchaser
(x) mark each Contract with a legend describing the Purchaser Interests and (y) deliver to
the Agent all Contracts (including, without limitation, all multiple originals of any such
Contract) relating to the Receivables.



(f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party will (and
will cause each Originator to) timely and fully (i) perform and comply with all provisions,
covenants and other promises required to be observed by it under the Contracts related to the
Receivables, and (ii) comply in all material respects with the Credit and Collection Policy in
regard to each Receivable and the related Contract.



(g) Performance and Enforcement of Receivables Sale Agreement. Seller will perform its
obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase
Receivables thereunder in strict compliance with the terms thereof and will enforce the rights and
remedies accorded to Seller under the Receivables Sale Agreement. Seller will take all actions to
perfect and enforce its rights and interests (and the rights and interests of the Agent and the
Purchasers as assignees of Seller) under the Receivables Sale Agreement as the Agent or any
Purchaser may from time to time reasonably request, including, without limitation, making claims to
which it may be entitled under any indemnity, reimbursement or similar provision contained in the
Receivables Sale Agreement.



(h) Ownership. Seller will (or will cause each Originator to) take all necessary action to
(i) vest legal and equitable title to the Receivables, the Related Security and the Collections
purchased by Seller under the Receivables Sale Agreement irrevocably in Seller, free and clear of
any Adverse Claims other than Adverse Claims in favor of the Agent and the Purchasers (including,
without limitation, the filing of all financing statements or other similar instruments or
documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect Seller’s interest in such Receivables, Related Security and Collections and such other
action to perfect, protect or more fully evidence the interest of Seller therein as the Agent or
any Purchaser may reasonably request), and (ii) establish and maintain, in favor of the Agent, for
the benefit of Purchasers, a valid and perfected first priority undivided percentage ownership
interest (and/or a valid and perfected first priority security interest) in all Receivables,
Related Security and Collections to the full extent contemplated herein, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers
(including, without limitation, the filing of all financing statements or other similar instruments
or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related
Security and Collections and such other action to perfect, protect or more fully evidence the
interest of the Agent for the benefit of the Purchasers as the Agent or any Purchaser may
reasonably request).



(i) Purchasers’ Reliance. Seller acknowledges that the Purchasers are entering into the
transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity
that is separate from Insight, each Originator and any Affiliate thereof (each an “Insight
Entity”). Therefore, from and after the date of execution and delivery of this Agreement, Seller
shall take all reasonable steps, including, without limitation, all steps that the Agent or any
Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate
legal entity and to make it manifest to third parties that Seller is an entity with assets and
liabilities distinct from those of any Insight Entity and not just a division of an Insight Entity.
Without limiting the generality of the foregoing and in addition to the other covenants set forth
herein, Seller will:




(A) conduct its own business in its own name and require that all full-time
employees of Seller, if any, identify themselves as such and not as employees of any
Insight Entity (including, without limitation, by means of providing appropriate
employees with business or identification cards identifying such employees as
Seller’s employees);




(B) compensate all employees, consultants and agents, if any, directly, from
Seller’s own funds, for services provided to Seller by such employees, consultants
and agents and, to the extent any employee, consultant or agent of Seller is also an
employee, consultant or agent of an Insight Entity, allocate the compensation of
such employee, consultant or agent between Seller and such Insight Entity, as
applicable, on a basis that reflects the services rendered to Seller and such
Insight Entity, as applicable;




(C) clearly identify its offices (by signage or otherwise) as its offices and,
if such office is located in the offices of an Insight Entity, Seller shall lease
such office at a fair market rent;




(D) have a separate telephone number, which will be answered only in its name
and separate stationery, invoices and checks in its own name;




(E) conduct all transactions with each Insight Entity (including, without
limitation, any delegation of its obligations hereunder as Servicer) strictly on an
arm’s-length basis, allocate all overhead expenses (including, without limitation,
telephone and other utility charges) for items shared between Seller and such
Insight Entity on the basis of actual use to the extent practicable and, to the
extent such allocation is not practicable, on a basis reasonably related to actual
use;




(F) at all times have a Board of Directors consisting of three members, at
least one member of which is an Independent Director;




(G) observe all limited liability company formalities as a distinct entity, and
ensure that all corporate actions relating to (A) the selection, maintenance or
replacement of the Independent Director, (B) the dissolution or liquidation of
Seller or (C) the initiation of, participation in, acquiescence in or consent to any
bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are
duly authorized by unanimous vote of its Board of Directors (including the
Independent Director);




(H) maintain Seller’s books and records separate from those of any Insight
Entity and otherwise readily identifiable as its own assets rather than assets of
any Insight Entity;




(I) prepare its financial statements separately from those of any Insight
Entity and insure that any consolidated financial statements of each Insight Entity
thereof that include Seller and that are filed with the Securities and Exchange
Commission or any other governmental agency have notes clearly stating that Seller
is a separate corporate entity and that its assets will be available first and
foremost to satisfy the claims of the creditors of Seller;




(J) except as herein specifically otherwise provided, maintain the funds or
other assets of Seller separate from, and not commingled with, those of any Insight
Entity and only maintain bank accounts or other depository accounts to which Seller
alone is the account party, into which Seller alone makes deposits and from which
Seller alone (or the Agent hereunder) has the power to make withdrawals;




(K) pay all of Seller’s operating expenses from Seller’s own assets (except for
certain payments by an Insight Entity or other Persons pursuant to allocation
arrangements that comply with the requirements of this Section 7.1(i));




(L) operate its business and activities such that: it does not engage in any
business or activity of any kind, or enter into any transaction or indenture,
mortgage, instrument, agreement, contract, lease or other undertaking, other than
the transactions contemplated and authorized by this Agreement and the Receivables
Sale Agreement; and does not create, incur, guarantee, assume or suffer to exist any
indebtedness or other liabilities, whether direct or contingent, other than (1) as a
result of the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business, (2) the incurrence of
obligations under this Agreement, (3) the incurrence of obligations, as expressly
contemplated in the Receivables Sale Agreement, to make payment to the Originators
thereunder for the purchase of Receivables from the Originators under the
Receivables Sale Agreement, and (4) the incurrence of operating expenses in the
ordinary course of business of the type otherwise contemplated by this Agreement;




(M) maintain its limited liability company agreement in conformity with this
Agreement, such that (1) it does not amend, restate, supplement or otherwise modify
its certificate of formation or limited liability company agreement in any respect
that would impair its ability to comply with the terms or provisions of any of the
Transaction Documents, including, without limitation, Section 7.1(i) of this
Agreement and (2) at all times that this Agreement is in effect, it provides for (x)
not less than ten (10) days’ prior written notice to the Agent of the replacement or
appointment of any director that is to serve as an Independent Director for purposes
of this Agreement, and (y) the condition precedent to giving effect to such
replacement or appointment that the Seller certify that the designated Person
satisfied the criteria set forth in the definition herein of “Independent Director”;




(N) maintain the effectiveness of, and continue to perform under the
Receivables Sale Agreement, such that it does not amend, restate, supplement,
cancel, terminate or otherwise modify the Receivables Sale Agreement, or give any
consent, waiver, directive or approval thereunder or waive any default, action,
omission or breach under the Receivables Sale Agreement or otherwise grant any
indulgence thereunder, without (in each case) the prior written consent of the Agent
and each Purchaser;




(O) maintain its limited liability company separateness such that it does not
merge or consolidate with or into, or convey, transfer, lease or otherwise dispose
of (whether in one transaction or in a series of transactions, and except as
otherwise contemplated herein) all or substantially all of its assets (whether now
owned or hereafter acquired) to, or acquire all or substantially all of the assets
of, any Person, nor at any time create, have, acquire, maintain or hold any interest
in any Subsidiary;




(P) maintain at all times the Required Capital Amount (as defined in the
Receivables Sale Agreement) and refrain from making any dividend, distribution,
redemption of membership interests or payment of any subordinated indebtedness which
would cause the Required Capital Amount to cease to be so maintained; and




(Q) take such other actions as are necessary on its part to ensure that the
facts and assumptions set forth in the opinion issued by Quarles & Brady LLP, as
counsel for Seller, in connection with the closing or initial Incremental Purchase
under this Agreement and relating to substantive consolidation issues, and in the
certificates accompanying such opinion, remain true and correct in all material
respects at all times.



(j) Collections. Such Seller Party will cause (1) all proceeds from all Lock-Boxes (other
than collections with respect to Excluded Receivables, which such Seller Party will cause to be
directly deposited into a separate account of Insight Direct identified by Insight Direct) to be
directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and
Collection Account to be subject at all times to a Collection Account Agreement that is in full
force and effect. In the event any payments relating to Receivables are remitted directly to Seller
or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted)
directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days
following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or,
if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent
and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the
terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to
take dominion and control of any Lock-Box or Collection Account at a future time or upon the
occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement.
Each Seller Party will cause each payment under an Excluded Receivable to be made to an account
other than a Collection Account.



(k) Taxes.




(i) Seller will (A) file all tax returns and reports required by law to be filed by it
and will promptly pay all taxes and governmental charges at any time owing, except for taxes
being diligently contested in good faith and for which adequate reserves have been
established and (B) pay when due any taxes payable in connection with the Receivables,
exclusive of taxes on or measured by income or gross receipts of the Agent or any Purchaser.




(ii) Servicer will file all tax returns and reports required by law to be filed by it
and will promptly pay all taxes and governmental charges at any time owing that, if not
filed or paid, would result in a Material Adverse Effect, except for taxes being diligently
contested in good faith and for which adequate reserves have been established.



(l) Insurance. Seller will maintain in effect, or cause to be maintained in effect, at
Seller’s own expense, such casualty and liability insurance as Seller shall deem appropriate in its
good faith business judgment. The Agent, for the benefit of the Purchasers, shall be named as an
additional insured with respect to all such liability insurance maintained by Seller. Seller will
pay or cause to be paid, the premiums therefor and deliver to the Agent and each Purchaser evidence
satisfactory to the Agent and the Purchasers of such insurance coverage. Copies of each policy
shall be furnished to the Agent and any Purchaser in certificated form upon the Agent’s or such
Purchaser’s request. The foregoing requirements shall not be construed to negate, reduce or
modify, and are in addition to, Seller’s obligations hereunder.



(m) Payment to the Originators. With respect to any Receivable purchased by Seller from any
Originator, such sale shall be effected under, and in strict compliance with the terms of, the
Receivables Sale Agreement, including, without limitation, the terms relating to the amount and
timing of payments to be made to the applicable Originator in respect of the purchase price for
such Receivable.



Section 7.2 Negative Covenants of The Seller Parties. Until the date on which the Aggregate
Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its
terms, each Seller Party hereby covenants, as to itself, that:



(a) Name Change, Offices and Records. Such Seller Party will not change its name, identity,
corporate or limited liability company structure (within the meaning of Section 9-507 of the UCC)
or jurisdiction of organization or relocate its chief executive office or any office where Records
are kept unless it shall have: (i) given the Agent and the Purchasers at least thirty (30) days’
prior written notice thereof (or such shorter period as the Agent shall agree) and (ii) delivered
to the Agent and the Purchasers all financing statements, instruments and other documents requested
by the Agent or any Purchaser in connection with such change or relocation.



(b) Change in Payment Instructions to Obligors. Except as may be required by the Agent
pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection
Bank, or make any change in the instructions to Obligors regarding payments to be made to any
Lock-Box or Collection Account, unless the Agent and the Purchasers shall have received, at least
ten (10) days before the proposed effective date therefor, (i) written notice of such addition,
termination or change and (ii) with respect to the addition of a Collection Bank or a Collection
Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection
Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to
Obligors regarding payments if such new instructions require such Obligor to make payments to
another existing Collection Account.



(c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not,
and will not permit any Originator to, make any change to the Credit and Collection Policy that
could adversely affect the collectibility of the Receivables or decrease the credit quality of any
newly created Receivables without each Purchaser’s prior written consent. Except as provided in
Section 8.2(d), the Servicer will not, and will not permit any Originator to, extend, amend or
otherwise modify the terms of any Receivable or any Contract related thereto other than in
accordance with the Credit and Collection Policy.



(d) Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse
Claim upon (including, without limitation, the filing of any financing statement) or with respect
to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under
which any Receivable arises (other than rights to payments and related proceeds under any Contract,
which rights have been sold to a Contract Payment Purchaser in connection with a Contract Payment
Sale transaction), or any Lock-Box or Collection Account, or assign any right to receive income
with respect thereto (other than, in each case, the creation of the interests therein in favor of
the Agent and the Purchasers provided for herein), and Seller will defend the right, title and
interest of the Agent and the Purchasers in, to and under any of the foregoing property, against
all claims of third parties claiming through or under Seller or any Originator. Seller will not
create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or
other similar arrangement on any of its inventory, the financing or lease of which gives rise to
any Receivable.



(e) Net Eligible Receivables Balance. At no time prior to the Amortization Date shall Seller
permit the Net Eligible Receivables Balance to be less than an amount equal to the sum of (i) the
Aggregate Capital plus (ii) the Aggregate Reserves.



(f) Termination Date Determination. Seller will not designate the Termination Date (as
defined in the Receivables Sale Agreement), or send any written notice to the Originators in
respect thereof, without the prior written consent of the Agent and each Purchaser, except with
respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the
Receivables Sale Agreement.



ARTICLE VIII

ADMINISTRATION AND COLLECTION




Section 8.1 Designation of Servicer.



(a) The servicing, administration and collection of the Receivables shall be conducted by such
Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1.
Insight is hereby designated as, and hereby agrees to perform the duties and obligations of, the
Servicer pursuant to the terms of this Agreement. The Agent may, at any time following the
occurrence and during the continuance of an Amortization Event or Potential Amortization Event,
designate as Servicer any Person to succeed Insight or any successor Servicer.



(b) Without the prior written consent of the Agent and each Purchaser, Insight shall not be
permitted to delegate any of its duties or responsibilities as Servicer to any Person other than
(i) Seller, (ii) the applicable Originator with respect to the Receivables originated by such
Originator and (iii) with respect to certain Charged-Off Receivables, outside collection agencies
in accordance with its customary practices. Neither Seller nor any Originator shall be permitted
to further delegate to any other Person any of the duties or responsibilities of the Servicer
delegated to it by Insight. If at any time the Agent, in accordance with Section 8.1(a), shall
designate as Servicer any Person other than Insight, all duties and responsibilities theretofore
delegated by Insight to Seller may, at the discretion of the Agent, be terminated forthwith on
notice given by the Agent to Insight and to Seller.



(c) Notwithstanding the foregoing subsection (b), (i) unless the Agent shall have designated a
Person other than Insight to act as Servicer pursuant to this Section 8.1, Insight shall be and
remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all
duties and responsibilities of the Servicer hereunder and (ii) the Agent and the Purchasers shall
be entitled to deal exclusively with Insight in matters relating to the discharge by the Servicer
of its duties and responsibilities hereunder. The Agent and the Purchasers shall not be required
to give notice, demand or other communication to any Person other than Insight in order for
communication to the Servicer and its sub-servicer or other delegate with respect thereto to be
accomplished. Insight, at all times that it is the Servicer, shall be responsible for providing
any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this
Agreement.



Section 8.2 Duties of Servicer.



(a) The Servicer shall take or cause to be taken all such actions as may be necessary or
advisable to collect each Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in accordance with the Credit and
Collection Policy.



(b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or
Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the
form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any
remittances received in any Lock-Box or Collection Account that shall have been identified, to the
satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or
the Related Security, the Servicer shall promptly remit such items to the Person identified to it
as being the owner of such remittances, and in the case of Excluded Receivables, to a collection
account of Insight Direct identified by Insight Direct. From and after the date the Agent delivers
to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the
Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the
Receivables, to remit all payments thereon to a new depositary account specified by the Agent and,
at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall
not permit any other Person to deposit or otherwise credit to such new depositary account any cash
or payment item other than Collections. The Servicer will instruct all Obligors with respect to
all Excluded Receivables to make all payments with respect to Excluded Receivables to locations
other than a Lock-Box or Collection Account.



(c) The Servicer shall administer the Collections in accordance with the procedures described
herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller
and the Purchasers their respective shares of the Collections in accordance with Article II. The
Servicer shall, upon the request of the Agent, segregate, in a manner acceptable to the Agent, all
cash, checks and other instruments received by it from time to time constituting Collections from
the general funds of the Servicer or Seller prior to the remittance thereof in accordance with
Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding
sentence, the Servicer shall segregate and deposit with a bank designated by the Agent such
allocable share of Collections of Receivables set aside for the Purchasers on the first Business
Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed
instruments of transfer.



(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity
of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to
be appropriate to maximize Collections thereof; provided, however, that such extension or
adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off
Receivable or limit the rights of the Agent or the Purchasers under this Agreement.
Notwithstanding anything to the contrary contained herein, after the occurrence and during the
continuation of an Amortization Event, the Agent shall have the absolute and unlimited right to
direct the Servicer to commence or settle any legal action with respect to any Receivable or to
foreclose upon or repossess any Related Security.



(e) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i)
evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are
otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon
demand of the Agent, deliver or make available to the Agent all such Records, at a place selected
by the Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to
Seller any cash collections or other cash proceeds received with respect to Indebtedness not
constituting Receivables. The Servicer shall, from time to time at the request of any Purchaser,
furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside
for the Purchasers pursuant to Article II.



(f) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator,
Insight or Seller shall, except as otherwise specified by such Obligor or otherwise required by
contract or law and unless otherwise instructed by the Agent, be applied as a Collection of any
Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts
then due and payable thereunder before being applied to any other receivable or other obligation of
such Obligor.



Section 8.3 Collection Notices. Following the occurrence and during the continuance of an
Amortization Event or a Potential Amortization Event, the Agent is authorized at any time to date
and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the
Agent for the benefit of the Purchasers, effective when the Agent delivers such notice, the
exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any
authorized signatory of Seller whose signature appears on a Collection Account Agreement shall
cease to have such authority before the delivery of such notice, such Collection Notice shall
nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the
Agent, and agrees that the Agent shall be entitled to (i) endorse Seller’s name on checks and other
instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the
Related Security and (iii) take such action as shall be necessary or desirable to cause all cash,
checks and other instruments constituting Collections of Receivables to come into the possession of
the Agent rather than Seller.



Section 8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the
exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer,
any of the Originators, Insight or Seller from any of their duties or obligations with respect to
any Receivables or under the related Contracts. The Purchasers shall have no obligation or
liability with respect to any Receivables or related Contracts, nor shall any of them be obligated
to perform the obligations of Seller.



Section 8.5 Reports. The Servicer shall prepare and forward to the Agent and each Purchaser
(i) upon not less than ten (10) Business Days’ notice by the Agent, on Wednesday of each week, a
Weekly Report, (ii) on the fifteenth (15th) day of each month (or if such day is not a
Business Day, the immediately succeeding Business Day) and, following the occurrence and during the
continuance of an Amortization Event or a Potential Amortization Event (but not before), at such
times as the Agent or any Purchaser shall request, a Monthly Report, (iii) at such times as the
Agent or any Purchaser shall request, a listing by Obligor of all Receivables together with an
aging of such Receivables and (iv) upon not less than ten (10) Business Days’ notice by the Agent,
on each Business Day, a Daily Report.



Section 8.6 Servicing Fees. In consideration of Insight’s agreement to act as Servicer
hereunder, the Purchasers hereby agree that, so long as Insight shall continue to perform as
Servicer hereunder, Seller shall pay over to Insight a fee (the “Servicing Fee”) on the first day
of each month, in arrears for the immediately preceding month, equal to 1.0% per annum times the
average daily Net Eligible Receivables Balance during such period, as compensation for its
servicing activities.



ARTICLE IX

AMORTIZATION EVENTS




Section 9.1 Amortization Events. The occurrence of any one or more of the following events
shall constitute an Amortization Event:



(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when
due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as
referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall
continue for three (3) consecutive Business Days after such Seller Party has notice thereof.



(b) Any representation, warranty, certification or statement made by any Seller Party in this
Agreement, any other Transaction Document or in any other document delivered pursuant hereto or
thereto shall prove to have been incorrect when made or deemed made.



(c) (i) The failure of Seller to pay any Indebtedness when due; or (ii) the failure of the
Servicer, Insight or any Originator to pay any Specified Indebtedness (hereinafter defined) when
due; or the default by any Seller Party, Insight or any Originator in the performance of any term,
provision or condition contained in any agreement under which any Specified Indebtedness was
created or is governed, the effect of which is to cause, or to permit the holder or holders of such
Specified Indebtedness to cause, such Specified Indebtedness to become due prior to its stated
maturity; or any such Specified Indebtedness of the Servicer, Insight or any Originator shall be
declared to be due and payable or required to be prepaid (other than by a regularly scheduled
payment) prior to the date of maturity thereof. As used herein, “Specified Indebtedness” means
Indebtedness which, individually or in the aggregate with other Indebtedness, has an aggregate
principal amount or face value in excess of $25,000,000.



(d) (i) Any Seller Party, any Originator or any of its Subsidiaries shall generally not pay
its debts as such debts become due or shall admit in writing its inability to pay its debts
generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding
shall be instituted by or against any Seller Party, any Originator or any of its Subsidiaries
seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee or other similar official for it or
any substantial part of its property and, in the case of any such proceeding instituted against
such Person, either such proceeding shall remain undismissed or unstayed for a period of sixty (60)
days or an order for relief shall have been entered in such proceedings or a receiver, trustee or
similar official shall have been appointed in such proceedings; or (iii) any Seller Party, any
Originator or any of its Subsidiaries shall take any corporate action to authorize any of the
actions set forth in clauses (i) or (ii) above in this subsection (d).



(e) Seller, Insight or any Originator shall (i) fail to perform or observe any term, covenant
or agreement under the Receivables Sale Agreement, or (ii) fail to enforce its rights under the
Receivables Sale Agreement after the occurrence of any such failure described in clause (i).



(f) Seller shall fail to comply with the terms of Section 2.6 hereof.



(g) As at the end of any Fiscal Month:




(i) the weighted average of the Default Ratios for the three most recently ended Fiscal
Months shall exceed 0.5%;




	 	(ii)	 	the weighted average of the Delinquency Ratios
for the three most recently ended Fiscal Months shall exceed (x) 13.5%;






	 	(iii)	 	the weighted average of the Dilution Trigger
Ratios for the three most recently ended Fiscal Months shall exceed
6.00%.






For purposes of this Section 9.1(g), the “weighted average” of each of the ratios
referenced above for any three Fiscal Month Period shall be determined by adding the
numerators of such ratio for each of such three Fiscal Months and dividing that sum
by the sum of the denominators of such ratio for each of such three Fiscal Months.



(h) A Change of Control shall occur.



(i) (i) (w) One or more judgments for the payment of money shall be rendered against Seller,
(x) one or more nonmonetary judgments or orders which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect shall be rendered against Seller, (y) one
or more judgments for the payment of money in an aggregate amount in excess of $15,000,000 (to the
extent not covered by a valid and binding policy of insurance in favor of the Servicer, the
applicable Originator or the applicable Subsidiary with respect to which the related insurer has
been notified of a claim for payment and has not disputed such claim) shall be rendered against the
Servicer, any Originator, any of their Subsidiaries or any combination of the foregoing and the
same shall remain undischarged for a period of 30 consecutive days during which execution shall not
be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of the Servicer, any Originator or any of their Subsidiaries to enforce any
such judgment, or (z) one or more nonmonetary judgments or orders which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, shall be rendered
against the Servicer, any Originator, any of their Subsidiaries or any combination of the foregoing
and the same shall remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to
attach or levy upon any assets of the Servicer, any Originator or any of their Subsidiaries to
enforce any such judgment.



(j) A “Termination Date” under and as defined in the Receivables Sale Agreement shall occur
under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or
cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables
to Seller under the Receivables Sale Agreement.



(k) This Agreement shall terminate in whole or in part (except in accordance with its terms),
or shall cease to be effective or to be the legally valid, binding and enforceable obligation of
Seller, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected
first priority security interest in the Receivables, the Related Security and the Collections with
respect thereto and the Collection Accounts.



(l) The Total Leverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall
exceed 2.75 to 1.00.



(m) The Fixed Charge Coverage Ratio, as of the last day of each Fiscal Quarter of Insight,
shall be less than 1.25 to 1.00.



(n) The Asset Coverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall be
less than 1.75 to 1.00.



(o) Any Person shall be appointed as an Independent Director of the Seller without prior
notice thereof having been given to the Agent in accordance with Section 7.1(b)(vi).



Section 9.2 Remedies. Upon the occurrence and during the continuation of an Amortization
Event, the Agent may, or upon the direction of the Required Purchasers shall, take any of the
following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization
Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand,
protest or further notice of any kind, all of which are hereby expressly waived by each Seller
Party; provided, however, that upon the occurrence of an Amortization Event described in Section
9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party
under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand,
protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party,
(iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue
with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection
Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’ interest in the
Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in
addition to all other rights and remedies of the Agent and the Purchasers otherwise available under
any other provision of this Agreement, by operation of law, at equity or otherwise, all of which
are hereby expressly preserved, including, without limitation, all rights and remedies provided
under the UCC, all of which rights shall be cumulative.



ARTICLE X

INDEMNIFICATION




Section 10.1 Indemnities by The Seller Parties. Without limiting any other rights that the
Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to
indemnify (and pay upon demand to) the Agent and each Purchaser and their respective assigns,
officers, directors, agents and employees (each an “Indemnified Party”) from and against any and
all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable,
including reasonable attorneys’ fees (which attorneys may be employees of the Agent or such
Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified
Amounts”) awarded against or incurred by any of them arising out of or as a result of this
Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the
Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each
Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of
the Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing
instances under the preceding clauses (A) and (B):



(a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction
holds that such Indemnified Amounts resulted from bad faith, gross negligence or willful misconduct
on the part of the Indemnified Party seeking indemnification;



(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that
are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the
related Obligor; or



(c) taxes imposed by the United States or the jurisdiction in which such Indemnified Party’s
principal executive office is located, on or measured by the overall net income of such Indemnified
Party to the extent that the computation of such taxes is consistent with the characterization for
income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans
by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection
Accounts and the Collections;



provided, however, that nothing contained in this sentence shall limit the liability of any Seller
Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise
specifically provided to be paid by such Seller Party under the terms of this Agreement. Without
limiting the generality of the foregoing indemnification, Seller or Servicer, as applicable, shall
indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in
respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute
recourse to Seller or the Servicer) relating to or resulting from:




(i) any representation or warranty made by any Seller Party or any Originator (or any
officers of any such Person) under or in connection with this Agreement, any other
Transaction Document or any other information or report delivered by any such Person
pursuant hereto or thereto, which shall have been false or incorrect when made or deemed
made;




(ii) the failure by Seller, the Servicer or any Originator to comply with any
applicable law, rule or regulation with respect to any Receivable or Contract related
thereto, or the nonconformity of any Receivable or Contract included therein with any such
applicable law, rule or regulation or any failure of any Originator to keep or perform any
of its obligations, express or implied, with respect to any Contract;




(iii) any failure of Seller, the Servicer or any Originator to perform its duties,
covenants or other obligations in accordance with the provisions of this Agreement or any
other Transaction Document;




(iv) any products liability, personal injury or damage suit, or other similar claim
arising out of or in connection with merchandise, insurance or services that are the subject
of any Contract or any Receivable;




(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of an
Obligor) of an Obligor to the payment of any Receivable (including, without limitation, a
defense based on such Receivable or the related Contract 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 service related to such
Receivable or the furnishing or failure to furnish such merchandise or services;




(vi) the commingling of Collections of Receivables at any time with other funds;




(vii) any investigation, litigation or proceeding related to or arising from this
Agreement or any other Transaction Document, the transactions contemplated hereby, the use
of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser
Interests or any other investigation, litigation or proceeding relating to Seller, the
Servicer or any Originator in which any Indemnified Party becomes involved as a result of
any of the transactions contemplated hereby;




(viii) any inability to litigate any claim against any Obligor in respect of any
Receivable as a result of such Obligor being immune from civil and commercial law and suit
on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;




(ix) any Amortization Event described in Section 9.1(d);




(x) any failure of Seller to acquire and maintain legal and equitable title to, and
ownership of any Receivable and the Related Security and Collections with respect thereto
from Insight, free and clear of any Adverse Claim (other than as created hereunder); or any
failure of Seller to give reasonably equivalent value to an Originator under the Receivables
Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any
attempt by any Person to void such transfer under statutory provisions or common law or
equitable action;




(xi) any failure to vest and maintain vested in the Agent for the benefit of the
Purchasers, or to transfer to the Agent for the benefit of the Purchasers, legal and
equitable title to, and ownership of, a first priority perfected undivided percentage
ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or
security interest in the Receivables, the Related Security and the Collections, free and
clear of any Adverse Claim (except as created by the Transaction Documents);




(xii) the failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivable, the Related Security and Collections with
respect thereto, and the proceeds of any thereof, whether at the time of any Incremental
Purchase or Reinvestment or at any subsequent time;




(xiii) any action or omission by any Seller Party which reduces or impairs the rights
of the Agent or the Purchasers with respect to any Receivable or the value of any such
Receivable;




(xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment
hereunder under statutory provisions or common law or equitable action; and




(xv) the failure of any Receivable included in the calculation of the Net Eligible
Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so
included.



Section 10.2 Increased Cost and Reduced Return. (a) If any Regulatory Change (i) subjects
any Purchaser to any charge or withholding on or with respect to this Agreement or a Purchaser’s
obligations under this Agreement, or on or with respect to the Receivables, or changes the basis of
taxation of payments to any Purchaser of any amounts payable under this Agreement (except for
changes in the rate of tax on the overall net income of a Purchaser or taxes excluded by Section
10.1 and attributed to a Purchaser’s failure to comply with Section 12.7) or (ii) imposes,
modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit
or similar requirement against assets of, deposits with or for the account of, or liabilities of a
Purchaser, or credit extended by a Purchaser pursuant to this Agreement or (iii) imposes any other
condition the result of which is to increase the cost to a Purchaser of performing its obligations
under this Agreement, or to reduce the rate of return on a Purchaser’s capital as a consequence of
its obligations under this Agreement, or to reduce the amount of any sum received or receivable by
a Purchaser under this Agreement, or to require any payment calculated by reference to the amount
of interests or loans held or interest received by it, then, upon demand by the applicable
Purchaser, Seller shall pay to such Purchaser, such amounts charged to such Purchaser or such
amounts to otherwise compensate such Purchaser for such increased cost or such reduction. The term
“Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule
or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any
change therein after the date hereof, (ii) any change after the date hereof in the interpretation
or administration thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance with any request or directive
(whether or not having the force of law) of any such authority, central bank or comparable agency,
or (iii) the compliance, whether commenced prior to or after the date hereof, by any Purchaser with
(x) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital
Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting
Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,
adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or
regulations promulgated in connection therewith by any such agency, (y) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder,
issued in connection therewith or in implementation thereof, and (z) all requests, rules,
guidelines and directives (collectively, “Basel Directives”) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or by the United States or foreign regulatory authorities to implement any Basel
Directives.



(b) A certificate of the applicable Purchaser setting forth the amount or amounts necessary to
compensate such Purchaser pursuant to paragraph (a) of this Section 10.2 shall be delivered to the
Seller and shall be conclusive absent manifest error.



(c) If any Purchaser has or anticipates having any claim for compensation from the Seller
pursuant to clause (iii) of the definition of Regulatory Change appearing in paragraph (a) of this
Section 10.2, and such Purchaser believes that having the facility publicly rated by one credit
rating agency would reduce the amount of such compensation by an amount deemed by such Purchaser to
be material, such Purchaser shall provide written notice to the Seller and the Servicer (a “Ratings
Request”) that such Purchaser intends to request a public rating of the facility from one credit
rating agency selected by such Purchaser and reasonably acceptable to the Seller, of at least “A”,
or its equivalent (the “Required Rating”). The Seller and the Servicer agree that they shall
cooperate with such Purchaser’s efforts to obtain the Required Rating, and shall provide the
applicable credit rating agency (either directly or through distribution to the Agent or the
applicable Purchaser), any information requested by such credit rating agency for purposes of
providing and monitoring the Required Rating. The Purchasers shall pay (i) the initial fees
payable to the credit rating agency for providing the rating, (ii) reasonable attorneys’ fees of
counsel for Purchasers and the Seller, payable in connection with obtaining the rating, subject to
a cap of $10,000 in the aggregate, and (iii) all ongoing fees payable to the credit rating agency
for their continued monitoring of the rating, in each case allocated among the Purchasers based on
their Percentages. Nothing in this Section 10.2(c) shall preclude any Purchaser from demanding
compensation from the Seller pursuant to Section 10.2(a) hereof at any time and without regard to
whether the Required Rating shall have been obtained, or shall require any Purchaser to obtain any
rating on the facility prior to demanding any such compensation from the Seller.



Section 10.3 Other Costs and Expenses. Seller shall pay to the Agent and the Purchasers all
reasonable costs and out-of-pocket expenses in connection with the preparation, execution,
delivery, amendment and administration of this Agreement, the transactions contemplated hereby and
the other documents to be delivered hereunder, including without limitation, the cost of auditors
auditing the books, records and procedures of Seller (provided, that prior to the occurrence of any
Amortization Event or Potential Amortization Event, Seller shall only be required to pay for the
cost of one such audit per calendar year), reasonable fees and out-of-pocket expenses of legal
counsel for each Purchaser and the Agent (which such counsel may be employees of such Purchaser or
the Agent) with respect thereto and with respect to advising such Purchaser and the Agent as to
their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each
Purchaser any and all reasonable costs and expenses of the Agent and such Purchaser, if any,
including reasonable counsel fees and expenses in connection with the enforcement of this Agreement
and the other documents delivered hereunder and in connection with any restructuring or workout of
this Agreement or such documents, or the administration of this Agreement following an Amortization
Event.



ARTICLE XI

THE AGENT




Section 11.1 Authorization and Action. Each Purchaser hereby designates and appoints Wells
Fargo to act as its agent hereunder and under each other Transaction Document, authorizes the Agent
to take such actions as agent on its behalf and to exercise such powers as are delegated to the
Agent by the terms of this Agreement and the other Transaction Documents together with such powers
as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities,
except those expressly set forth herein or in any other Transaction Document, or any fiduciary
relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Agent shall be read into this Agreement or any other
Transaction Document or otherwise exist for the Agent. In performing its functions and duties
hereunder and under the other Transaction Documents, (i) the Agent shall act solely as agent for
the Purchasers, and (ii) the Agent shall not be deemed to have assumed any obligation or
relationship of trust or agency with or for any Seller Party or any of such Seller Party’s
successors or assigns. The Agent shall not be required to take any action that exposes the Agent
to personal liability or that is contrary to this Agreement, any other Transaction Document or
applicable law. The appointment and authority of the Agent hereunder shall terminate upon the
indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent
to file each of the Uniform Commercial Code financing statements and to execute the Collection
Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such
Purchaser).



Section 11.2 Delegation of Duties. The Agent may execute any of its duties under this
Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.



Section 11.3 Exculpatory Provisions. None of the Agent or any of its directors, officers,
agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it
or them under or in connection with this Agreement or any other Transaction Document (except for
its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Purchasers for any recitals, statements, representations or warranties made by
any Seller Party contained in this Agreement, any other Transaction Document or any certificate,
report, statement or other document referred to or provided for in, or received under or in
connection with, this Agreement, or any other Transaction Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other
Transaction Document or any other document furnished in connection herewith or therewith, or for
any failure of any Seller Party to perform its obligations hereunder or thereunder, or for the
satisfaction of any condition specified in Article VI, or for the perfection, priority, condition,
value or sufficiency of any collateral pledged in connection herewith. The Agent shall not be
under any obligation to any Purchaser to ascertain or to inquire as to the observance or
performance of any of the agreements or covenants contained in, or conditions of, this Agreement or
any other Transaction Document, or to inspect the properties, books or records of the Seller
Parties. The Agent shall not be deemed to have knowledge of any Amortization Event or Potential
Amortization Event unless the Agent has received notice from a Seller Party or a Purchaser.



Section 11.4 Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to Seller), independent
accountants and other experts selected by the Agent. The Agent shall in all cases be fully
justified in failing or refusing to take any action under this Agreement or any other Transaction
Document unless it shall first receive such advice or concurrence of the Required Purchasers (or
all Purchasers, as applicable), as it deems appropriate and it shall first be indemnified to its
satisfaction by the Purchasers, provided that unless and until the Agent shall have received such
advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and
in the best interests of the Purchasers. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, in accordance with a request of the Purchasers, and such
request and any action taken or failure to act pursuant thereto shall be binding upon all the
Purchasers.



Section 11.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly
acknowledges that none of the Agent, any other Purchaser nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any representations or
warranties to it and that no act by the Agent or any other Purchaser hereafter taken, including,
without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute
any representation or warranty by the Agent or such other Purchaser. Each Purchaser represents and
warrants to the Agent and the other Purchasers that it has and will, independently and without
reliance upon the Agent or any other Purchaser and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and creditworthiness of Seller and made its own
decision to enter into this Agreement, the other Transaction Documents and all other documents
related hereto or thereto.



Section 11.6 Reimbursement and Indemnification. The Purchasers agree to reimburse and
indemnify the Agent and its officers, directors, employees, representatives and agents ratably
according to their Percentages, to the extent not paid or reimbursed by the Seller Parties (i) for
any amounts for which the Agent, in its capacity as Agent, is entitled to reimbursement by the
Seller Parties hereunder and (ii) for any other expenses incurred by the Agent, in its capacity as
Agent, in connection with the administration and enforcement of this Agreement and the other
Transaction Documents.



Section 11.7 Agent in its Individual Capacity. The Agent and each of its Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with Seller or any
Affiliate of Seller as though it were not the Agent hereunder. With respect to the acquisition of
Purchaser Interests pursuant to this Agreement, the Agent shall have the same rights and powers
under this Agreement in its individual capacity as any other Purchaser and may exercise the same as
though it were not the Agent, and the terms “Purchaser” and “Purchasers” shall include the Agent in
its individual capacity.



Section 11.8 Successor Agent. The Agent may, upon five days’ notice to Seller and the
Purchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent,
in its individual capacity) resign as Agent. If the Agent shall resign, then the Required
Purchasers during such five-day period shall appoint from among the remaining Purchasers a
successor Agent. If for any reason no successor Agent is appointed by the Required Purchasers
during such five-day period, then effective upon the termination of such five day period, the
Purchasers shall perform all of the duties of the Agent hereunder and under the other Transaction
Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the
Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly
with the Purchasers. After the effectiveness of any retiring Agent’s resignation hereunder as
Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under
the other Transaction Documents and the provisions of this Article XI and Article X shall continue
in effect for its benefit with respect to any actions taken or omitted to be taken by it while it
was Agent under this Agreement and under the other Transaction Documents.



ARTICLE XII

ASSIGNMENTS; PARTICIPATIONS




Section 12.1 Assignments.



(a) Neither Seller nor the Servicer shall have the right to assign its rights or obligations
under this Agreement.



(b) Any Purchaser may at any time and from time to time assign to one or more Persons (each a
“Purchasing Purchaser”) all or any part of its rights and obligations under this Agreement pursuant
to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (an
“Assignment Agreement”) executed by such Purchasing Purchaser and such selling Purchaser. Each
assignee of a Purchaser must have a short-term debt rating of A-1 or better by S&P and P-1 by
Moody’s. Upon delivery by a Purchaser of the executed Assignment Agreement to the Agent, such
selling Purchaser shall be released from its obligations hereunder to the extent of such
assignment. Thereafter the Purchasing Purchaser shall for all purposes be a Purchaser party to
this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to
the same extent as if it were an original party hereto and no further consent or action by Seller,
the Purchasers or the Agent shall be required.



(c) Each of the Purchasers agrees that in the event that it shall cease to have a short-term
debt rating of A-1 or better by S&P and P-1 by Moody’s (an “Affected Purchaser”), such Affected
Purchaser shall be obliged, at the request of a Seller Party, to assign all of its rights hereunder
to (x) another Purchaser or (y) another funding entity nominated by such Seller Party and willing
to participate in this Agreement in the place of the Affected Purchaser; provided that the Affected
Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such
Purchaser’s Pro Rata Share of the Aggregate Capital and Yield owing to the Purchaser and all
accrued by unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the
Purchaser Interests of the Purchasers.



Section 12.2 Participations. Any Purchaser may, in the ordinary course of its business at any
time sell to one or more Persons (each a “Participant”) participating interests in the Purchaser
Interests of such Purchaser or any other interest of such Purchaser hereunder. Notwithstanding any
such sale by a Purchaser of a participating interest to a Participant, such Purchaser’s rights and
obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely
responsible for the performance of its obligations hereunder, and Seller, the Purchasers and the
Agent shall continue to deal solely and directly with such Purchaser in connection with such
Purchaser’s rights and obligations under this Agreement. Each Purchaser agrees that any agreement
between such Purchaser and any such Participant in respect of such participating interest shall not
restrict such Purchaser’s right to agree to any amendment, supplement, waiver or modification to
this Agreement, except for any amendment, supplement, waiver or modification described in Section
14.1(b)(i).



Section 12.3 Extension of Stated Termination Date. Seller may advise the Purchasers in
writing of its desire to extend the Stated Termination Date for an additional 364 days, provided
such request is made not more than 60 days prior to, and not less than 45 days prior to, the then
current Stated Termination Date. Each Purchaser, upon being so advised by Seller, shall notify
Seller and the Agent of its decision to accept or decline the request for such extension no later
than 30 days prior to the then current Stated Termination Date (it being understood that each
Purchaser may accept or decline such request in its sole discretion and on such terms as it may
elect, and the failure to so notify Seller and the Agent shall be deemed an election not to extend
by such Purchaser). In the event that at least one Purchaser agrees to extend the Stated
Termination Date, the Seller Parties, the Agent and the extending Purchaser or Purchasers shall
enter into such documents as such extending Purchasers may deem necessary or appropriate to reflect
such extension, and all reasonable costs and expenses incurred by such extending Purchasers and the
Agent (including reasonable attorneys’ fees and disbursements) shall be paid by Seller. In the
event that any Purchaser declines the request to extend the Stated Termination Date (each such
Purchaser being referred to herein as a “Non-Renewing Purchaser”), and the Commitment of such
Non-Renewing Purchaser is not assigned to another Person in accordance with the terms of this
Article XII prior to the then current Stated Termination Date, the Purchase Limit shall be reduced
by an amount equal to each such Non-Renewing Purchaser’s Commitment on the then current Stated
Termination Date.



Section 12.4 Terminating Purchasers.



(a) Any Affected Purchaser or Non-Renewing Purchaser which has not assigned its rights and
obligations hereunder if requested pursuant to this Article XII shall be a “Terminating Purchaser”
for purposes of this Agreement as of the then current Stated Termination Date (or, in the case of
any Affected Purchaser, such earlier date as declared by the Agent).



(b) The Commitment of any Purchaser shall terminate on the date it becomes a Terminating
Purchaser. Upon reduction to zero of the Capital of all of the Purchaser Interests of a
Terminating Purchaser (after application of Collections thereto pursuant to Sections 2.2 and 2.4)
all rights and obligations of such Terminating Purchaser hereunder shall be terminated and such
Terminating Purchaser shall no longer be a “Purchaser” hereunder; provided, however, that the
provisions of Article X shall continue in effect for its benefit with respect to Purchaser
Interests or the Commitment held by such Terminating Purchaser prior to its termination as a
Purchaser.



Section 12.5 Federal Reserve. Notwithstanding any other provision of this Agreement to the
contrary, any Purchaser may at any time pledge or grant a security interest in all or any portion
of its rights (including, without limitation, any Purchaser Interest and any rights to payment of
Capital and Yield) under this Agreement to secure obligations of such Purchaser to a Federal
Reserve Bank, without notice to or consent of Seller or the Agent; provided that no such pledge or
grant of a security interest shall release a Purchaser from any of its obligations hereunder, or
substitute any such pledgee or grantee for such Purchaser as a party hereto.



Section 12.6 Additional Purchasers. Upon Seller’s request with approval of the Agent and each
Purchaser, an additional Purchaser may be added to this Agreement at any time by the execution and
delivery of a Joinder Agreement by such proposed additional Purchaser, Seller, the Servicer, the
Agent and each existing Purchaser, and execution and delivery of a reaffirmation of the Performance
Undertaking, which execution and delivery shall not be unreasonably refused by such parties. Upon
the effective date of such Joinder Agreement, (i) each Person specified therein as a “Purchaser”
shall become a party hereto as a Purchaser, entitled to the rights and subject to the obligations
of a Purchaser hereunder and (i) the Purchase Limit shall be increased by an amount equal to the
Commitment of the Purchaser party to such Joinder Agreement.



Section 12.7 Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first
date on which any amount is payable hereunder for the account of any Purchaser, each Purchaser that
is not a “United States person” for United States federal income tax purposes agrees that it will
deliver to each of Seller and the Agent a copy of a completed United States Internal Revenue
Service Form W-8BEN-E, W-8ECI or W-8IMY with all necessary attachments or applicable successor
forms, certifying in each case that such Purchaser is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income taxes. Each such
Purchaser further undertakes to deliver to each of Seller and the Agent a copy of such form (or a
successor form) on or before the date that such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably requested by Seller or
the Agent, in each case certifying that such Purchaser is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income taxes, unless any
change in any treaty, law or regulation has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable or which prevents such
Purchaser from duly completing and delivering any such form with respect to it and such Purchaser
advises Seller and the Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.



(b) Each Purchaser that is not a “United States person” for U.S. federal income tax purposes
agrees to indemnify and hold Seller, the Purchasers and the Agent harmless in respect of any loss,
cost or expense incurred by Seller or the Agent as a result of, and agrees that, notwithstanding
any other provision hereof, payments hereunder to such Purchaser may be subject to deduction or
withholding without indemnification by Seller for, any United States federal income taxes,
penalties, interest and other costs and losses incurred or payable by Seller or the Agent as a
result of, (i) such Purchaser’s failure to submit any form that is required pursuant to this
Section 12.7 or (ii) Seller’s, any Purchaser’s or the Agent’s reliance on any form that such
Purchaser has provided pursuant to this Section 12.7 that is determined to be inaccurate in any
material respect.



(c) If a payment made to a Purchaser under this Agreement would be subject to U.S. federal
withholding tax imposed by FATCA if such Purchaser were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
IRC, as applicable), such Purchaser shall deliver to the Seller and the Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Seller or the Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the IRC) and such additional documentation reasonably requested by the Seller or the Agent as may
be necessary for the Seller or the Agent to comply with their obligations under FATCA and to
determine that such Purchaser has complied with such Purchaser’s obligations under FATCA or to
determine the amount to deduct and withhold from such payment.



ARTICLE XIII

[RESERVED]




ARTICLE XIV

MISCELLANEOUS




Section 14.1 Waivers and Amendments.



(a) No failure or delay on the part of the Agent or any Purchaser in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other further exercise thereof or
the exercise of any other power, right or remedy. The rights and remedies herein provided shall be
cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this
Agreement shall be effective only in the specific instance and for the specific purpose for which
given.



(b) No provision of this Agreement may be amended, supplemented, modified or waived except in
writing in accordance with the provisions of this Section 14.1(b). The Seller, the Servicer and
the Agent, at the direction of the Required Purchasers, may enter into written modifications or
waivers of any provisions of this Agreement, provided, however, that no such modification or waiver
shall:




(i) without the consent of each affected Purchaser, (A) extend the Stated Termination
Date or the date of any payment or deposit of Collections by Seller or the Servicer, (B)
reduce the rate or extend the time of payment of Yield (or any component of Yield), (C)
reduce any fee payable to any Purchaser, (D) except pursuant to Article XII hereof, change
the amount of the Capital of any Purchaser, any Purchaser’s Percentage or its Commitment,
(E) amend, modify or waive any provision of the definition of Required Purchasers or this
Section 14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its
rights and obligations under this Agreement, (G) change the definition of “Eligible
Receivable,” “Loss Horizon Ratio,” “Loss Percentage Floor,” “Loss Ratio,” “Loss Reserve,”
“Loss Reserve Percentage,” “Dilution Horizon Ratio,” “ Dilution Ratio,” “Dilution Reserve,”
“Dilution Reserve Floor,” “Dynamic Dilution Reserve Ratio, “ “Dilutions,” “Delinquency
Ratio,” “Default Proxy Ratio,” “Default Ratio,” “Delinquent Receivable,” “Servicer Reserve”
or “Yield Reserve” or (H) amend or modify any defined term (or any defined term used
directly or indirectly in such defined term) used in clauses (A) through (G) above in a
manner that would circumvent the intention of the restrictions set forth in such clauses; or




(ii) without the written consent of the then Agent, amend, modify or waive any
provision of this Agreement if the effect thereof is to affect the rights or duties of the
Agent.



Notwithstanding the foregoing, (i) without the consent of the Purchasers, but with the consent of
Seller, the Agent may amend this Agreement solely to add additional Persons as Purchasers hereunder
and (ii) the Agent and the Required Purchasers may enter into amendments to modify any of the terms
or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement
without the consent of Seller; provided that such amendment has no negative impact upon Seller.
Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the
Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.



Section 14.2 Notices. All communications and notices provided for hereunder shall be in
writing (including bank wire, telecopy, electronic facsimile transmission, electronic mail or
similar writing) and shall be given to the other parties hereto at their respective addresses,
telecopy numbers or email addresses set forth on the signature pages hereof or at such other
address, telecopy number or email address as such Person may hereafter specify for the purpose of
notice to each of the other parties hereto. Each such notice or other communication shall be
effective (i) if given by telecopy or electronic mail, upon the receipt thereof, if given by mail,
three (3) Business Days after the time such communication is deposited in the mail with first class
postage prepaid or if given by any other means, when received at the address specified in this
Section 14.2. Seller hereby authorizes the Agent and each Purchaser to effect purchases and Tranche
Period selections based on telephonic notices made by any Person whom the Agent or such Purchaser
in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the
Agent and each Purchaser a written confirmation of each telephonic notice signed by an authorized
officer of Seller via mail, electronic mail or telecopy; provided, however, the absence of such
confirmation shall not affect the validity of such notice. If the written confirmation differs from
the action taken by the Agent or any Purchaser, the records of the Agent or such Purchaser shall
govern absent manifest error.



Section 14.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment
made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than
payments received pursuant to Section 10.2 or 10.3 or repayments of Capital to a Terminating
Purchaser prior to an Amortization Date pursuant to Section 2.2) in a greater proportion than that
received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion
of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser
will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of
such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without interest.



Section 14.4 Protection of Ownership Interests of the Purchasers.



(a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver
all instruments and documents, and take all actions, that may be necessary, or that the Agent may
reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to
enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. At
any time following the occurrence and during the continuance of an Amortization Event or a
Potential Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to,
notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of
the Purchasers under this Agreement and may also direct that payments of all amounts due or that
become due under any or all Receivables be made directly to the Agent or its designee. Seller or
the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such
Purchaser in any such notification.



(b) If any Seller Party fails to perform any of its obligations hereunder, the Agent or any
Purchaser may (but shall not be required to) perform, or cause the performance of, such
obligations, and the Agent’s or such Purchaser’s costs and expenses incurred in connection
therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably
authorizes the Agent at any time and from time to time in the sole discretion of the Agent, and
appoints the Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to file
financing statements identifying Seller as debtor which are necessary or desirable in the Agent’s
sole discretion to perfect and to maintain the perfection and priority of the interest of the
Purchasers in the Receivables and (ii) to file a carbon, photographic or other reproduction of this
Agreement or any financing statement with respect to the Receivables as a financing statement in
such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the interests of the Purchasers in the Receivables. This
appointment is coupled with an interest and is irrevocable.



Section 14.5 Confidentiality.



(a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees
and officers to maintain the confidentiality of this Agreement and the other confidential or
proprietary information with respect to the Agent and the other Purchasers and their respective
businesses obtained by it or them in connection with the structuring, negotiating and execution of
the transactions contemplated herein, except that such Seller Party and such Purchaser and its
officers and employees may disclose such information to such Seller Party’s and such Purchaser’s
external accountants and attorneys and as required by any applicable law or order of any judicial
or administrative proceeding (including, without limitation, filings with the Securities and
Exchange Commission and disclosures made to regulators and investors).



(b) Anything herein to the contrary notwithstanding, each Seller Party hereby consents to the
disclosure of any nonpublic information with respect to it (i) to the Agent and the Purchasers by
each other, and (ii) by the Agent and the Purchasers to any prospective or actual assignee or
participant of any of them. In addition, the Purchasers and the Agent may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction, request or order of any
judicial, administrative or regulatory authority or proceedings (whether or not having the force or
effect of law).



Section 14.6 Limitation of Liability. Except with respect to any claim arising out of the bad
faith, willful misconduct or gross negligence of the Agent or any Purchaser, no claim may be made
by any Seller Party or any other Person against the Agent or any Purchaser or their respective
Affiliates, directors, officers, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated by this Agreement,
or any act, omission or event occurring in connection therewith; and each Seller Party hereby
waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.



Section 14.7 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF ILLINOIS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS SECTION 105/5-1
ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE PURCHASERS’ SECURITY INTEREST IN THE PURCHASER INTERESTS IS GOVERNED BY THE LAW
OF ANOTHER STATE, AS REQUIRED BY THE LAWS OF THE STATE OF ILLINOIS.



Section 14.8 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO,
ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT
EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY
SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT NECESSARY TO REALIZE ON THE
INTERESTS OF THE PURCHASERS AND THE AGENT IN ANY RECEIVABLES, RELATED SECURITY OR PROCEEDS THEREOF.
ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF
ANY SUCH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A UNITED STATES FEDERAL COURT OR AN ILLINOIS STATE COURT SETTING
IN CHICAGO, ILLINOIS.



Section 14.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY
DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



Section 14.10 Integration; Binding Effect; Survival of Terms.



(a) This Agreement and each other Transaction Document contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.



(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy). 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 terminated in accordance
with its terms; provided, however, that the rights and remedies with respect to (i) any breach of
any representation and warranty made by any Seller Party pursuant to Article V, (ii) the
indemnification and payment provisions of Article X and Section 14.3, and the provisions of Section
14.6, shall be continuing and shall survive any termination of this Agreement.



Section 14.11 Counterparts; Severability; Section References. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all
references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections
of, and schedules and exhibits to, this Agreement.



Section 14.12 Characterization.



(a) Except as specifically provided in this Agreement, each sale of a Purchaser Interest
hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to
each Purchaser and the Agent for all representations, warranties, covenants and indemnities made by
Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not
intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any
obligation of Seller, Insight, any Originator or any other person arising in connection with the
Receivables, the Related Security, or the related Contracts, or any other obligations of Seller,
Insight or any Originator.



(b) In addition to any ownership interest which the Agent and the Purchasers may from time to
time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable benefit of the
Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in,
to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box,
each Collection Account, all Related Security, all other rights and payments relating to such
Receivables and the Receivables Sale Agreement (including, without limitation, (a) all rights to
indemnification arising thereunder, and (b) all UCC financing statements filed pursuant thereto),
all proceeds of any thereof and all other assets in which the Agent on behalf of the Purchasers has
acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement
prior to all other liens on and security interests therein to secure the prompt and complete
payment of the Aggregate Unpaids. The Agent and the Purchasers shall have, in addition to the
rights and remedies that they may have under this Agreement, all other rights and remedies provided
to a secured creditor under the UCC and other applicable law, which rights and remedies shall be
cumulative. Seller hereby assigns its security interests against the Originators under the
Receivables Sale Agreement to the Agent for the benefit of the Purchasers.



(c) In connection with Seller’s transfer of its right, title and interest in, to and under the
Receivables Sale Agreement, Seller agrees that the Agent on behalf of the Purchasers shall have the
right to enforce Seller’s rights and remedies under the Receivables Sale Agreement to receive all
amounts payable thereunder or in connection therewith, to consent to amendments, modifications or
waivers thereof, and to direct, instruct or request any action thereunder, but in each case without
any obligation on the part of the Agent or any Purchaser or any of its or their respective
Affiliates to perform any of the obligations of Seller under the Receivables Sale Agreement. To
the extent that Seller enforces Seller’s rights and remedies under the Receivables Sale Agreement
from and after the occurrence of an Amortization Event, and during the continuance thereof, the
Agent shall have the exclusive right to direct such enforcement by Seller.



Section 14.13 USA PATRIOT Act. The Agent and each Purchaser hereby notifies the Seller that
pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record
information that identifies the Seller, which information includes the name and address of the
Seller and other information that will allow the Agent or such Purchaser to identify the Seller in
accordance with the PATRIOT Act.



SIGNATURE PAGES FOLLOW




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.



	 	 	 	 	 	 	 	 	 	 	 
	INSIGHT RECEIVABLES, LLC
	By: Insight Receivables Holding, LLC, its sole member	 	 	 	 	 	 
	By:
	Name:
	Title:
	Address:	 	444 Scott Drive
Bloomingdale, IL 60108
(Prior to 11/2014)
	 	 	 	 	 	 
	 	 	 	 	2250 Pinehurst Boulevard, Suite 200
Addison, IL 60101
(After 11/2014)
	 	 	 	 	 	 
	Copy to:	 	Insight Receivables, LLC
6820 South Harl Avenue
Tempe, AZ 85283

	 	Fax:	 	(480) 760-7287







	 	 	 
	INSIGHT ENTERPRISES, INC.

	By:

	 	

	Name:

	 	

	Title:

	 	

	Address:

	 	6820 South Harl Avenue







Tempe, Arizona 85283




	 	 	 	Attention: General Counsel and Chief
Financial Officer






Fax: (480) 760-7162 and (480) 760-7003



2




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Agent and as a Purchaser



	 	 	 
	By:

	 	

	Name:

	 	

	Title:

	 	

	Address:

Suite 1500

	 	Wells Fargo Bank, National Association

1100 Abernathy Rd., N.E.



Atlanta, GA 30328-5657

Attn: Ryan Tozier







Fax: (866) 972-3558PNC BANK, NATIONAL ASSOCIATION


as a Purchaser




By:      

Name:

Title:





Address:




PNC Bank, National Association






225 Fifth Avenue, Floor 4


Pittsburgh, PA 15222


Attention: Mark Falcione


Fax: 412-705-1225



EXHIBIT I




DEFINITIONS




As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):



“Accrual Period” means each Fiscal Month, provided that the initial Accrual Period hereunder
means the period from (and including) the date of the initial purchase hereunder to (and including)
the last day of the Fiscal Month thereafter.



“Acquired Entity” means the assets or Person acquired in connection with a Permitted
Acquisition or other investment permitted under Section 6.04 of the Credit Agreement.



“Acquired Entity EBITDA” means, with respect to any Acquired Entity subject to a Permitted
Acquisition, for any period, the net income (or loss) of such Person and its Subsidiaries
calculated on a consolidated basis for such period plus, to the extent deducted from revenues in
determining the net income (or loss) of such Person and its Subsidiaries as described above, (i)
for any period, the interest expense of such Person and its Subsidiaries calculated on a
consolidated basis for such period, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) any extraordinary non-cash or nonrecurring non-cash charges or losses
incurred other than in the ordinary course of business minus to the extent added to revenues in
determining the net income (or loss) of such Person and its Subsidiaries as described above, any
extraordinary non-cash or nonrecurring non-cash gains realized other than in the ordinary course of
business. Such amounts shall be derived by Insight from financial statements of the Acquired
Entity that, in the case of a Permitted Acquisition with respect to which the aggregate
consideration exceeds $100,000,000, shall have been delivered to the Agent, the Purchasers and the
Administrative Agent prior to the consummation of such Permitted Acquisition, which financial
statements shall be audited through the end of the most recently ended fiscal year ended at least
90 days prior to the consummation of such Permitted Acquisition and, for each subsequent fiscal
quarter ended at least 45 days prior to the consummation of such Permitted Acquisition, shall be
prepared by the Acquired Entity on a basis consistent with such audited financial statements.



“Adjusted Consolidated EBITDA” means, as of any date of determination and without duplication:
(i) Consolidated EBITDA for Insight and its consolidated Subsidiaries for the four fiscal quarter
period then most recently ended, plus (ii) Acquired Entity EBITDA for such period for each
Permitted Acquisition consummated on or after the Effective Date. Effective upon the consummation
of a Permitted Acquisition, Adjusted Consolidated EBITDA shall be adjusted to include Acquired
Entity EBITDA for the applicable Acquired Entity.



“Administrative Agent” means JPMorgan Chase Bank, N.A. (including its branches and
affiliates), in its capacity as administrative agent under the Credit Agreement.



“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or
claim in, of or on any Person’s assets or properties in favor of any other Person.



“Affected Purchaser” has the meaning specified in Section 12.1(c).



“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 Person or any
Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or policies of
the controlled Person, whether through ownership of stock, by contract or otherwise.



“Aged Credit Ineligible Amount” means, for each Obligor and Former Obligor on any day, (i) the
amount of outstanding unapplied credits due to such Person from the applicable Originator on such
day multiplied by (ii) the Aged Credit Ineligible Percentage with respect to such Person on such
day.



“Aged Credit Ineligible Percentage” means, for each Obligor and Former Obligor, on any day (as
determined by the Purchasers, in good faith and in their sole discretion):



(i) with respect to each Obligor with respect to any outstanding
Receivable on such day, 100%;



(ii) with respect to each Former Obligor which has purchased goods or
services from any Originator at any time during the two (2) year period
immediately preceding such day, 75%;



(iii) with respect to each Former Obligor which has purchased goods or
services from any Originator at any time during the five (5) year period
immediately preceding such day, but not at any time during the two (2) year
period immediately preceding such day, 50%;



(iv) with respect to each Former Obligor which has not purchased goods
or services from any Originator at any time during the five (5) year period
immediately preceding such day, 25%; and



(v) with respect to each Former Obligor which has not purchased goods
or services from any Originator at any time during the one (1) year period
immediately preceding such day, and which is deceased, has dissolved or has
otherwise ceased business operations, 0%.



“Agent” has the meaning set forth in the preamble to this Agreement.



“Aggregate Aged Credit Ineligible Amount” means, on any day, the aggregate of the Aged Credit
Ineligible Amounts for all Obligors and Former Obligors on such day.



“Aggregate Capital” means, on any date of determination, the aggregate amount of Capital of
all Purchaser Interests outstanding on such date.



“Aggregate Reduction” has the meaning specified in Section 1.3.



“Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the
Yield Reserve, the Dilution Reserve and the Servicer Reserve.



“Aggregate Unpaids” means, at any time, an amount equal to the sum of all, Aggregate Capital
and all other unpaid Obligations (whether due or accrued) at such time.



“Agreement” means this Receivables Purchase Agreement, as it may be amended, restated,
supplemented or otherwise modified and in effect from time to time.



“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day plus 3.90%, (b) the Federal Funds Effective Rate in effect on such
day plus 4.40% and (c) the one-month LIBO Rate in effect on such day (or, in each case, if such day
is not a Business Day, the immediately preceding Business Day).  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the one-month LIBO Rate
shall be effective from and including the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate.



“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions
precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to
the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day
specified in a written notice from the Agent following the occurrence of any other Amortization
Event pursuant to Section 9.2 hereof, (iv) the Business Day specified in a written notice from the
Agent following the failure to obtain the Required Rating within 90 days following delivery of a
Ratings Request to the Seller and the Servicer, and (iv) the date which is 30 days after the
Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by
this Agreement.



“Amortization Event” has the meaning specified in Article IX.



“Asset Coverage Ratio” means, as of the last day of any Fiscal Quarter of Insight, the ratio
of (a) the aggregate total book value of Insight’s and its Subsidiaries’ Receivables and inventory
(including, without limitation, Receivables and inventory subject to Permitted Receivables
Facilities, Vendor Trade Programs, the Floorplan Loan Documents and Contract Payment Sale
transactions) as of such date to (b) the sum of (i) the aggregate principal amount of Indebtedness
or other obligations outstanding under the Loan Documents, all Permitted Receivables Facilities,
the Floorplan Credit Agreement and all Vendor Trade Programs as of such date and (ii) the aggregate
Contract Payment Sale Indebtedness of the Loan Parties as of such date.



“Assignment Agreement” has the meaning set forth in Section 12.1(b).



“Attributable Debt” in respect of a Sale and Leaseback Transaction that is a Capitalized Lease
Obligation means, at any date of determination, the amount of Indebtedness represented thereby
according to the definition of “Capitalized Lease Obligation.”



“Attributable Receivables Indebtedness” at any time, means the principal amount of
Indebtedness which (a) if a Permitted Receivables Facility is structured as a secured lending
agreement, constitutes the principal amount of such Indebtedness or (b) if a Permitted Receivables
Facility is structured as a purchase agreement, would be outstanding at such time under the
Permitted Receivables Facility if the same were structured as a secured lending agreement rather
than a purchase agreement.



“Authorized Officer” means, with respect to any Person, its chief executive officer,
president, chief financial officer, treasurer, chief accounting officer or senior vice president of
finance.



“Broken Funding Costs” means for any Purchaser Interest which: (i) has its Capital reduced
without compliance by Seller with the notice requirements hereunder or (ii) does not become subject
to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is terminated
prior to the date on which it was originally scheduled to end; an amount equal to the excess, if
any, of (A) the Yield that would have accrued during the remainder of Tranche Periods subsequent to
the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date
such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital
of such Purchaser Interest if such reduction, assignment or termination had not occurred or such
Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of
such Capital is allocated to another Purchaser Interest, the amount of Yield actually accrued
during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the
extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually
received during the remainder of such period by the holder of such Purchaser Interest from
investing the portion of such Capital not so allocated; as such computations in clause (B) are set
forth in reasonable detail in a certificate delivered to Seller by the applicable Purchaser. All
Broken Funding Costs shall be due and payable hereunder upon demand.



“Business Day” means any day on which banks are not authorized or required to close in New
York, New York or Chicago, Illinois, and, if the applicable Business Day relates to any computation
or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits
are carried on in the London interbank market.



“California Contingent Receivable” means a Receivable, the Obligor of which is the State of
California, during any period wherein the Obligor thereof retains the contractual right to return
the goods which are the subject of such Receivable to the applicable Originator for credit.



“Canadian Receivable” means a Receivable the Obligor of which is a resident of Canada.



“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such
Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments
received by the applicable Purchaser which in each case are applied to reduce such Capital in
accordance with the terms and conditions of this Agreement; provided that such Capital shall be
restored (in accordance with Section 2.5) in the amount of any Collections or other payments so
received and applied if at any time the distribution of such Collections or payments are rescinded,
returned or refunded for any reason.



“Capital Expenditures” means, without duplication, any expenditures for any purchase or other
acquisition of any asset which would be classified as a fixed or capital asset on a consolidated
balance sheet of Insight and its Subsidiaries prepared in accordance with GAAP, excluding (i)
expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss and (ii)
leasehold improvement expenditures for which Insight or a Subsidiary is reimbursed promptly by the
lessor.



“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which
would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.



“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person
under Capitalized Leases which would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.



“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 50% or more of the outstanding shares of
voting stock of Insight, or (ii) the failure of Insight to maintain ownership (directly or
indirectly) of 100% of the outstanding shares of voting stock of each Originator or (iii) the
failure of the Member to maintain ownership of 100% of the membership interests of Seller.



“Charged-Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any
action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references
to Seller Party therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural
person, is deceased, (iii) which, consistent with the Credit and Collection Policy, would be
written off Seller’s books as uncollectible, (iv) which has been identified by Seller as
uncollectible or (v) as to which any payment, or part thereof, remains unpaid for more than 90 days
from the original due date for such payment.



“Collection Account” means each concentration account, depositary account, lock-box account or
similar account maintained in the name of the Borrower in which any Collections are collected or
deposited and which is listed on Exhibit IV.



“Collection Account Agreement” means an agreement substantially in the form of Exhibit VI
among the applicable Originator, Insight, Seller, the Agent and a Collection Bank.



“Collection Bank” means, at any time, any of the banks holding one or more Collection
Accounts.



“Collection Notice” means a notice, in substantially the form of Annex A to Exhibit VI, from
the Agent to a Collection Bank.



“Collections” means, with respect to any Receivable, all cash collections and other cash
proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges
or other related amounts accruing in respect thereof and all cash proceeds of Related Security with
respect to such Receivable.



“Commitment” means, for each Purchaser, the commitment of such Purchaser to purchase Purchaser
Interests from Seller, in an amount not to exceed (a) in the aggregate, the amount set forth
opposite such Purchaser’s name under the Commitment column on Schedule A to this Agreement or for
any Purchaser party hereto pursuant to a Joinder Agreement or Assignment Agreement, the
“Commitment” set forth therein, as such amount may be modified in accordance with the terms hereof
(including, without limitation, any termination of Commitments pursuant to Section 12.3) and (b)
with respect to any individual purchase from Seller hereunder, the lesser of (i) its Percentage of
the Purchase Price therefor and (ii) its Unused Commitment.



“Commitment Availability” means at any time the positive difference (if any) between (a) an
amount equal to the aggregate amount of the Commitments at such time minus (b) the Aggregate
Capital at such time.



“Concentration Limit” means, at any time, for any Obligor, an amount equal to the greater of
(i) the Outstanding Balance of all Eligible Receivables at such time multiplied by 5.00% and (ii)
such other amount (a “Special Concentration Limit”), if any, for such Obligor as indicated on
Exhibit XI hereto; provided, that in the case of an Obligor and any Affiliate of such Obligor, the
Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; and
provided, further, that any Purchaser may, upon not less than three Business Days’ notice to
Seller, cancel any Special Concentration Limit with respect to any Obligor.



“Consolidated Capital Expenditures” means, with reference to any period, the Capital
Expenditures of Insight and its Subsidiaries calculated on a consolidated basis for such period.



“Consolidated EBITDA” means the sum of (a) Consolidated Net Income plus (b) to the extent
deducted in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense
for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) any extraordinary non-cash or
nonrecurring non-cash charges or losses incurred other than in the ordinary course of business,
(vi) any non-cash compensation charge arising from any grant of stock, stock options or other
equity-based awards and (vii) costs, expenses and fees incurred in connection with the Transactions
(as defined in the Credit Agreement) consummated on the Effective Date, minus (c)(i) to the extent
included in Consolidated Net Income, any extraordinary non-cash or nonrecurring non-cash gains
realized other than in the ordinary course of business and (ii) the amount of any subsequent cash
payments in respect of any non-cash charges described in the preceding clause (b)(vi), all
calculated for Insight and its Subsidiaries on a consolidated basis.



“Consolidated Funded Indebtedness” means, at any time, the sum (without duplication) of (i)
the aggregate principal amount of Consolidated Indebtedness owing by Insight and its Subsidiaries
which has actually been funded and is outstanding at such time, whether or not such amount is due
or payable at such time, plus (ii) the aggregate stated or face amount of all letters of credit at
such time for which any of Insight and its Subsidiaries is the account party (unless cash
collateralized with cash and/or cash equivalents in a manner permitted hereunder) plus (iii) the
aggregate amount of Capitalized Lease Obligations owing by Insight and its Subsidiaries (it being
understood that Consolidated Funded Indebtedness shall not include amounts outstanding under the
Floorplan Credit Agreement or any Vendor Trade Program or any Contract Payment Sale Indebtedness,
in each case, so long as such amounts are not bearing interest payable by a Loan Party).



“Consolidated Indebtedness” means, at any time, the Indebtedness of Insight and its
Subsidiaries calculated on a consolidated basis as of such time.



“Consolidated Interest Expense” means, with reference to any period, the interest expense of
Insight and its Subsidiaries calculated on a consolidated basis for such period, including, without
limitation, yield or any other financing costs resembling interest which are payable under any
Permitted Receivables Facility.



“Consolidated Net Income” means, with reference to any period, the net income (or loss) of
Insight and its Subsidiaries calculated on a consolidated basis for such period.



“Consolidated Rentals” means, with reference to any period, the Rentals of Insight and its
Subsidiaries calculated on a consolidated basis for such period.



“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any
other Person, or agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person against loss,
including, without limitation, any comfort letter, operating agreement, take-or-pay contract,
application of a Letter of Credit or the obligations of any such Person as general partner of a
partnership with respect to the liabilities of the partnership.



“Contract” means, with respect to any Receivable, any and all instruments, agreements,
invoices or other writings pursuant to which such Receivable arises or which evidences such
Receivable.



“Contract Payment Purchaser” has the meaning set forth in the definition of “Contract Payment
Sale”.



“Contract Payment Sale” means a transaction in which a Loan Party enters into a lease, managed
services arrangement or software licensing agreement with a U.S. state or federal Governmental
Authority or other Person pursuant to which (i) such Loan Party will lease certain equipment,
provide certain managed services or license certain software to such Governmental Authority or
other Person, (ii) such Governmental Authority or other Person is obligated to make a series of
payments to such Loan Party during the term of such lease, managed services arrangement or software
license (each such payment, a “Contract Payment”), (iii) such Loan Party sells or assigns a portion
or all of such Contract Payments (and, in the case of a lease or managed services arrangement, the
related equipment) and related proceeds to a third-party (a “Contract Payment Purchaser”) and (iv)
such Loan Party is involved in the administration and servicing of such Contract Payments for such
Contract Payment Purchaser during the term of such lease, managed services arrangement or software
license.



“Contract Payment Sale Indebtedness” shall mean any remaining obligations of any Loan Party in
respect of any Contract Payment Sale transaction that are recorded as a liability on the
consolidated balance sheet of Insight and its Subsidiaries.



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



“Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of
April 26, 2012, among Insight, as borrower, the “European Borrowers” party thereto, the “Lenders”
from time to time party thereto, Wells Fargo Bank, National Association, as Syndication Agent, and
the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to
time.



“Credit and Collection Policy” means Seller’s credit and collection policies and practices
relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VIII
hereto, as modified from time to time in accordance with this Agreement.



“Daily Report” means a report, in substantially the form of Exhibit XII attached hereto
(appropriately completed), furnished by the Servicer to the Agent and each Purchaser pursuant to
clause (iv) of Section 8.5.



“Deducted Receivables” means, collectively, the California Contingent Receivables, the
Software Spectrum Government Receivables, and all Receivables the Obligor of which is Microsoft
Corporation or any of its subsidiaries.



“Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to have
received as a Collection of a Receivable. Seller shall be deemed to have received a Collection in
full of a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either
(x) reduced as a result of any defective or rejected goods or services, any discount or any
adjustment or otherwise by Seller (other than cash Collections on account of the Receivables) or
(y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such
claim arises out of the same or a related transaction or an unrelated transaction) or (ii) any of
the representations or warranties in Article V are no longer true with respect to any Receivable.



“Default” has the meaning set forth in the Credit Agreement.



“Default Fee” means with respect to any amount due and payable by Seller in respect of any
Aggregate Unpaids, an amount equal to interest on any such unpaid Aggregate Unpaids at a rate per
annum equal to 2.00% plus the Alternate Base Rate in effect on such day (or if such day is not a
Business Day, the immediately preceding Business Day).



“Default Proxy Balance” means, as of the last day of any Fiscal Month, the aggregate
Outstanding Balance of all Receivables (other than Deducted Receivables) as to which any payment,
or part thereof, remains unpaid for more than 90 days but less than 121 days after the due date
thereof.



“Default Proxy Ratio” means, for any Fiscal Month, the ratio (expressed as a percentage) equal
to (a) the greater of (i) zero and (ii) the sum of (A) the Default Proxy Balance as of the last day
of such Fiscal Month plus (B) the aggregate Outstanding Balance of all Receivables (other than
Deducted Receivables) that would have been classified during such Fiscal Month as Charged-Off
Receivables in accordance with clauses (i), (ii), (iii) or (iv) of the definition of “Charged-Off
Receivable” plus (C) write-offs during such Fiscal Month, minus Recoveries during such Fiscal Month
divided by (b) the aggregate Outstanding Balance (in each case, at the time of creation) of
Receivables (other than Deducted Receivables) created during the Fiscal Month which ended on the
date four (4) Fiscal Months prior to the last day of the current Fiscal Month.



“Default Ratio” means, for any Fiscal Month, a percentage equal to (a) the greater of (i) zero
and (ii) the sum of (A) the aggregate Outstanding Balance of all Receivables (other than Deducted
Receivables) that would have been classified during such Fiscal Month as Charged-Off Receivables in
accordance with clauses (i), (ii), (iii) or (iv) of the definition of “Charged-Off Receivable” plus
(B) write-offs during such Fiscal Month, minus Recoveries during such Fiscal Month divided by (b)
the aggregate amount of Collections (other than Collections received for Deducted Receivables)
during such Fiscal Month.



“Delinquency Ratio” means, at any time, a percentage equal to (i) the sum of (a) the aggregate
Outstanding Balance of all Receivables (other than Deducted Receivables) as to which any payment,
or part thereof, remains unpaid for more than 60 days after the due date thereof as at the last day
of the most recently ended Fiscal Month plus (b) the aggregate absolute value of the amount of
credits and credit memos with respect to any Receivable which remain unapplied for more than 60
days after the due date of such Receivable as at the last day of the most recently ended Fiscal
Month, divided by (ii) the aggregate Outstanding Balance of all Receivables (other than Deducted
Receivables) as at the last day of the most recently ended Fiscal Month.



“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains
unpaid for more than 60 days after the due date therefor.



“Designated Obligor” means an Obligor indicated by the Purchasers to Seller in writing.



“Dilution Horizon Ratio” means, on any date, a percentage equal to (i) the aggregate
Outstanding Balance (in each case, at the time of creation) of all Receivables (other than Deducted
Receivables) created during the two most recently ended Fiscal Months, divided by (ii) the Net
Eligible Receivables Balance as at the last day of the most recently ended Fiscal Month.



“Dilution Ratio” means, for any Fiscal Month, a percentage equal to (i) the aggregate amount
of Dilutions (other than Dilutions with respect to Deducted Receivables) which occurred during such
Fiscal Month, divided by (ii) the aggregate Outstanding Balance (in each case, at the time of
creation) of all Receivables (other than Deducted Receivables) created during the Fiscal Month
which ended on the date three (3) Fiscal Months prior to the last day of the current Fiscal Month;
provided, however, that for purposes of calculating the Dynamic Dilution Reserve Ratio, the
Dilution Ratio shall exclude Dilutions with respect to reductions for credited sales taxes.



“Dilution Reserve” means, on any date, an amount equal to (i) the greater of (a) the Dynamic
Dilution Reserve Ratio or (b) the Dilution Reserve Floor, multiplied by (ii) the Net Eligible
Receivables Balance as of such date.



“Dilution Reserve Floor” means 11%.



“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described
in clause (i) of the definition of “Deemed Collections”.



“Dilution Trigger Ratio” means, for any Fiscal Month, a percentage equal to (i) the aggregate
amount of Dilutions (other than Dilutions with respect to Deducted Receivables) which occurred
during such Fiscal Month, divided by (ii) the aggregate Outstanding Balance (in each case, at the
time of creation) of all Receivables (other than Deducted Receivables) created during the Fiscal
Month which ended on the date two (2) Fiscal Months prior to the last day of the current Fiscal
Month.



“Discount Rate” means, with respect to each Purchaser Interest, either the LIBO Rate or the
Alternate Base Rate (as determined in accordance with Sections 4.1 and 4.3).



“Disqualified Equity Interests” means Equity Interests that (a) require the payment of any
cash dividends prior to the date that is 91 days after the Maturity Date (as defined in the Credit
Agreement), (b) mature or are mandatorily redeemable (other than solely for Qualified Equity
Interests) or subject to mandatory repurchase or redemption or repurchase at the option of the
holders thereof (other than solely for Qualified Equity Interests), in each case in whole or in
part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed
date or otherwise, prior to the date that is 91 days after the Maturity Date (as defined in the
Credit Agreement) (other than (i) upon termination of the Commitments (as defined in the Credit
Agreement) and payment in full of the Obligations (as defined in the Credit Agreement) then due and
owing or (ii) upon a “change in control” or asset sale, provided, that any payment required
pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (as
defined in the Credit Agreement) or is otherwise contractually subordinated in right of payment to
the Obligations (as defined in the Credit Agreement) on terms reasonably satisfactory to the
Administrative Agent) or (c) are convertible or exchangeable, automatically or at the option of any
holder thereof, into any Indebtedness, Equity Interests or other assets other than Qualified Equity
Interests prior to the date that is 91 days after the Maturity Date (as defined in the Credit
Agreement); provided, however, that if an Equity Interest in any Person is issued pursuant to any
plan for the benefit of employees of Insight or any of its Subsidiaries or by any such plan to such
employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because
it may be required to be repurchased by Insight or any of its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations of such Person.



“Dollar”, “dollar” and “$” means the lawful currency of the United States of America.



“Domestic Subsidiary” means any Subsidiary of any Person organized under the laws of any state
of the United States.



“Dynamic Dilution Reserve Ratio” means, on any date, the amount determined pursuant to the
following formula:



{(2.00 x ED) + ((DS — ED) x (DS/ED))} x DHR





	 	 	 	where:






	 	 	 	ED = on such date, the average of the Dilution Ratios for the
twelve (12) Fiscal Months then most recently ended.






	 	 	 	DS = on such date, the highest three (3) month average Dilution
Ratio for any Fiscal Month during the twelve (12) Fiscal Months then most
recently ended.






	 	 	 	DHR = the Dilution Horizon Ratio on such date.






	 	 	 	“Effective Date” has the meaning set forth in the Credit Agreement.





“Eligible Receivable” means, at any time, a Receivable:




(i) the Obligor of which (a) is (1) a resident of the United States or Canada, (2) a
corporation or other business organization organized under the laws of the United States or
Canada or any political subdivision thereof and has its chief executive office in the United
States or Canada, or (3) is a government of any state (or any governmental subdivision or
agency thereof) of the United States other than an Ineligible State; (b) is not an Affiliate
of any of the parties hereto; and (c) is not a Designated Obligor;




(ii) the Obligor of which is not the Obligor of any Delinquent Receivables which in the
aggregate constitute more than 35% of all Receivables (measured by Outstanding Balance) of
such Obligor;




(iii) which is not a Charged-Off Receivable, a Delinquent Receivable or a Canadian
Receivable; provided, that, Canadian Receivables with Outstanding Balances which, in the
aggregate, constitute no more than 1% of the aggregate Outstanding Balance of all
Receivables, may be Eligible Receivables;




(iv) which is not a WM Receivable; provided, that, WM Receivables with Outstanding
Balances which, in the aggregate, constitute no more than 5% of the aggregate Outstanding
Balance of all Receivables, may be Eligible Receivables;




(v) which by its terms is due and payable within 90 days of the original invoice date
therefor and has not had its payment terms extended; provided, however, that (i) no more
than 50% of the aggregate Outstanding Balance of all Receivables may be due and payable more
than 30 days and within 60 days after the original invoice date thereof and (ii) no more
than 10% of the aggregate Outstanding Balance of all Receivables may be due and payable more
than 60 days and within 90 days after the original invoice date thereof;




(vi) which is an “account” or “chattel paper” within the meaning of Section 9-105 and
Section 9-106, respectively, of the UCC of all applicable jurisdictions and in respect of
which the perfection of a security interest therein is governed by Article 9 of the UCC of
all applicable jurisdictions;




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




(viii) which arises under a Contract in writing, which (a) together with such
Receivable, is in full force and effect and constitutes the legal, valid and binding
obligation of the related Obligor enforceable against such Obligor in accordance with its
terms subject to no offset, counterclaim or other defense and (b) is governed by the laws of
any state of the United States;




(ix) which arises under a Contract which (A) does not require the Obligor under such
Contract to consent to the transfer, sale or assignment of the rights and duties of the
applicable Originator or any of its assignees under such Contract and (B) does not contain a
confidentiality provision that purports to restrict the ability of any Purchaser to exercise
its rights under this Agreement, including, without limitation, its right to review the
Contract;




(x) which arises under a Contract that contains an obligation to pay a specified sum of
money, contingent only upon the sale of goods or the provision of services by the applicable
Originator;




(xi) which, together with the Contract related thereto, does not contravene any law,
rule or regulation applicable thereto (including, without limitation, any law, rule and
regulation relating to truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy) and with respect to which no
part of the Contract related thereto is in violation of any such law, rule or regulation;




(xii) which satisfies all applicable requirements of the Credit and Collection Policy;




(xiii) which was generated in the ordinary course of the applicable Originator’s
business;




(xiv) which arises solely from the sale and licensing of goods or general intangibles
(such as software) or the provision of services to the related Obligor by the applicable
Originator, and not by any other Person (in whole or in part);




(xv) as to which no Purchaser has notified Seller that such Purchaser has determined
that such Receivable or class of Receivables is not acceptable as an Eligible Receivable,
including, without limitation, because such Receivable arises under a Contract that is not
acceptable to such Purchaser;




(xvi) which is not subject to any right of rescission, set-off, counterclaim, any other
defense (including defenses arising out of violations of usury laws) of the applicable
Obligor against the applicable Originator or any other Adverse Claim, and the Obligor
thereon holds no right as against such Originator to cause such Originator to repurchase the
goods or merchandise the sale of which shall have given rise to such Receivable (except with
respect to sale discounts effected pursuant to the Contract, or defective goods returned in
accordance with the terms of the Contract);




(xvii) as to which the applicable Originator has satisfied and fully performed all
obligations on its part with respect to such Receivable required to be fulfilled by it, and
no further action is required to be performed by any Person with respect thereto other than
payment thereon by the applicable Obligor;




(xviii) all right, title and interest to and in which has been validly transferred by
the Originators to Seller under and in accordance with the Receivables Sale Agreement, and
Seller has good and marketable title thereto free and clear of any Adverse Claim (other than
Adverse Claims created by the Transaction Documents);




(xix) no portion of which constitutes sales tax or late fees or similar charges; and




(xx) which is not an FOB Destination Receivable or a Deducted Receivable.



“Equity Interests” means shares of capital stock, partnership interests and entitlements,
membership interests in a limited liability company, beneficial interests in a trust or other
equity ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.



“Excluded Receivables” means any indebtedness or obligations owed to the Insight Global
Finance division of Insight Direct USA, Inc. (formerly Insight Global Finance, Inc., an Arizona
corporation), whether constituting an account, chattel paper, instrument or general intangible,
arising in connection with the sale of goods and the rendering of services thereby and receivables
from or with “bill-to” locations outside the United States that are remitted to a bank account
outside the United States.



“Facility Account” means Seller’s Account No. 0060 9027 at JPMorgan Chase Bank, N.A.



“Facility Termination Date” means the earlier of (i) the Stated Termination Date, and (iii)
the Amortization Date.



“FATCA” means Sections 1471 through 1474 of the IRC and all regulations or official
interpretations thereof.



“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as
amended and any successor statute thereto.



“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum
for each day during such period equal 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 preceding Business Day) by
the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government
Securities; or (b) if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such
transactions received by the Agent from three federal funds brokers of recognized standing selected
by it.



“Fee Letter” means (i) that certain Seventh Amended and Restated Fee Letter, dated as of June
25, 2014, among Seller, the Agent and the Purchasers and (ii) any other letter designated as a “Fee
Letter” therein and entered into between Seller and any of the parties hereto from time to time, in
each case as such letter may be amended, restated, supplemented or otherwise modified and in effect
from time to time.



“Finance Charges” means, with respect to a Contract, any finance, interest, late payment
charges or similar charges owing by an Obligor pursuant to such Contract.



“Fiscal Month” means each calendar month.



“Fiscal Quarter” means each calendar quarter.



“Fiscal Year” means each calendar year.



“Fixed Charge Coverage Ratio” means, as of the last day of any Fiscal Quarter of Insight, the
ratio of (a)(i) Consolidated EBITDA during the four Fiscal Quarter period then ended minus (ii)
Consolidated Capital Expenditures during such period minus (iii) cash dividends or distributions
(excluding any repurchase of its Equity Interests made by Insight in accordance with Section 6.06
of the Credit Agreement) paid by Insight on its Equity Interests during such period plus (iv)
Consolidated Rentals during such period to (b)(i) Consolidated Interest Expense during such period
plus (ii) Consolidated Rentals during such period plus (iii) expenses for taxes paid or taxes
accrued during such period (calculated for Insight and its Subsidiaries on a consolidated basis)
plus (iv) any scheduled amortization of the principal portion of Indebtedness during such period
(other than amounts owing in connection with Permitted Receivables Facilities), including, without
limitation, Capitalized Lease Obligations (calculated for Insight and its Subsidiaries on a
consolidated basis).



“Floorplan Collateral Agent” means Wells Fargo Capital Finance, LLC (successor to Wells Fargo
Foothill, LLC), in its capacity as collateral agent under the Floorplan Credit Agreement.



“Floorplan Credit Agreement” means the Amended and Restated Credit Agreement, dated as of
April 26, 2012, by and among Insight Public Sector, Inc., Insight Direct USA, Inc., Calence, LLC,
the lenders party thereto from time to time, Castle Pines Capital, LLC, as an administrative agent,
Wells Fargo Capital Finance, LLC (successor to Wells Fargo Foothill, LLC), as an administrative
agent, and the Floorplan Collateral Agent, as amended, restated, supplemented or otherwise modified
from time to time.



“Floorplan Loan Documents” has the meaning set forth in the Credit Agreement.



“FOB Destination Receivable” means a Receivable as to which the goods have not been delivered
to the applicable Obligor.



“Former Obligor” means, on any day, any Person who was previously an obligor with respect to
any accounts receivable of any Originator, but who is not on such day an Obligor with respect to
any outstanding Receivables and has not purchased any goods or services from any Originator within
12 months.



“GAAP” means generally accepted accounting principles in effect in the United States of
America as of the date of this Agreement.



“Governmental Authority” means the government of the United States of America, the
Netherlands, the United Kingdom, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government, including, without limitation, the European
Union.



“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase of) any security
for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business.



“Hostile Acquisition” means (a) the acquisition of the Equity Interests of a Person through a
tender offer or similar solicitation of the owners of such Equity Interests which has not been
approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such
acquisition as to which such approval has been withdrawn.



“Incremental Purchase” means a purchase of one or more Purchaser Interests which increases the
total outstanding Aggregate Capital hereunder.



“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (c) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price property or services (excluding current accounts
payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by any
Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby
has been assumed, (f) all Guarantees by such Person of obligations, liabilities or indebtedness of
the type described in clauses (a) through (e) and (g) through (l) of this definition, (g) all
Capitalized Lease Obligations of such Person, (h) the principal component of all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and
letters of guaranty (unless cash collateralized with cash and/or cash equivalents in a manner
permitted hereunder), (i) the principal component of all obligations, contingent or otherwise, of
such Person in respect of bankers’ acceptances, (j) Attributable Receivables Indebtedness, (k) all
Attributable Debt of such Person under Sale and Leaseback Transactions, (l) with respect to any
Subsidiary of Insight, any Disqualified Equity Interests of such Person and (m) all Net
Mark-to-Market Exposure of such Person under all Swap Agreements. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of
such Indebtedness provide that such Person is not liable therefor.



“Independent Director” means a natural person who (A) for the five-year period prior to his or
her appointment as Independent Director has not been, and during the continuation of his or her
service as Independent Director is not: (i) an employee, director, stockholder, partner or officer
of Seller or any of its Affiliates (other than his or her service as an Independent Director of
Seller); (ii) a customer or supplier of Seller or any of its Affiliates; or (iii) any member of the
immediate family of a person described in clause (i) or (ii), and (B) has (i) prior experience as
an independent director for a corporation whose charter documents required the unanimous consent of
all independent directors thereof before such corporation could consent to the institution of
bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any
applicable federal or state law relating to bankruptcy and (ii) at least three years of employment
experience with one or more entities that provide, in the ordinary course of their respective
businesses, advisory, management or placement services to issuers of securitization or structured
finance instruments, agreements or securities.



“Ineligible State” means, unless otherwise consented to in writing by the Purchasers, with
respect to any Receivable, (i) Delaware, (ii) the District of Columbia, (iii) Hawaii, (iv) Kansas,
(v) Maine, (vi) Maryland, (vii) Minnesota, (viii) New York, (ix) North Carolina and (x) any state
in respect of which (a) there are restrictions on the assignment of a Receivable owing by such
state (or on the assignment of any Related Security with respect to such Receivable) or any
governmental subdivision or agency of such state pursuant to statute, judicial precedent, the
related Contract or otherwise, or (b) there are any actions required to be taken or conditions
required to be satisfied, whether pursuant to statute, judicial precedent, the related Contract or
otherwise, before such Receivable (or any Related Security with respect to such Receivable) may be
assigned that have not yet been taken or satisfied.




“Information Memorandum” has the meaning set forth in the Credit Agreement.



“Insight” has the meaning set forth in the preamble to this Agreement.



“Insight Entity” has the meaning set forth in Section 7.1(i).



“Intercreditor Agreement” means that certain Second Amended and Restated Intercreditor
Agreement, dated as of September 17, 2008, by and among the Administrative Agent, the Agent, IBM
Credit LLC, Hewlett Packard Company and the Floorplan Collateral Agent (as acknowledged by Insight
and certain of its Subsidiaries) as amended, restated, supplemented or otherwise modified from time
to time.



“IRC” means the Internal Revenue Code of 1986 and all regulations promulgated thereunder.



“Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit XIII
attached hereto, pursuant to which a new Purchaser becomes party to this Agreement.



“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued
upon the application of such Person or upon which such Person is an account party or for which such
Person is in any way liable.



“LIBO Rate” means, on any day, LMIR on such day. The LIBO Rate shall be rounded, if
necessary, to the next higher 1/16 of 1%.



“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge in the nature of a security interest or security interest in, on
or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset.



“LMIR” means, for any day, the one-month “Eurodollar Rate” for U.S. dollar deposits as
reported on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen
LIBOR01 Page).



“Loan Documents” has the meaning set forth in the Credit Agreement.



“Loan Party” has the meaning set forth in the Credit Agreement.



“Lock-Box” means each locked postal box with respect to which a bank who has executed a
Collection Account Agreement has been granted exclusive access for the purpose of retrieving and
processing payments made on the Receivables and which is listed on Exhibit IV.



“Loss Horizon Ratio” means, as of any date, a ratio equal to (i) the aggregate Outstanding
Balance (in each case, at the time of creation) of all Receivables (other than Deducted
Receivables) created during the three and one-half (3.5) Fiscal Months most recently ended divided
by (ii) the Net Eligible Receivables Balance as at the last day of the most recently ended Fiscal
Month.



“Loss Percentage Floor” means 15.0%.



“Loss Ratio” means, as of any date, a percentage equal to the highest average Default Proxy
Ratio for any three consecutive Fiscal Months during the twelve (12) Fiscal Months then most
recently ended.



“Loss Reserve” means, on any date, an amount equal to the Loss Reserve Percentage multiplied
by the Net Eligible Receivables Balance as of such date.



“Loss Reserve Percentage” means, as of any date, the greater of (i) the Loss Percentage Floor
and (ii) the percentage obtained by multiplying (a) 2.00 times (b) the Loss Ratio (as determined as
of the last day of the Fiscal Month then most recently ended) times (c) the Loss Horizon Ratio (as
determined as of the last day of the Fiscal Month then most recently ended).



“Purchaser” means each of the Persons listed on Schedule A hereto as a “Purchaser” or in any
Assignment Agreement or Joinder Agreement as a “Purchaser”, together with its respective successors
and permitted assigns.



“Material Adverse Effect” means a material adverse effect on (i) the financial condition or
operations of any Seller Party and its Subsidiaries taken as a whole, (ii) the ability of any
Seller Party to perform its obligations under this Agreement, (iii) the legality, validity or
enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest
in the Receivables generally or in any significant portion of the Receivables, the Related Security
or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or
of any material portion of the Receivables.



“Member” means Insight Receivables Holding, LLC, an Illinois limited liability company and its
successors.



“Monthly Report” means a report, in substantially the form of Exhibit X hereto (appropriately
completed), furnished by the Servicer to the Agent and the Purchasers pursuant to clause (ii) of
Section 8.5.



“Monthly Settlement Date” means (A) the sixteenth (16th) day of each month (or if
such day is not a Business Day, the next succeeding Business Day), and (B) other than with respect
to Wells Fargo, the last day of the relevant Tranche Period in respect of each Purchaser Interest.



“Moody’s” means Moody’s Investors Service and its successors.



“Net Eligible Receivables Balance” means, at any time, (i) the aggregate Outstanding Balance
of all Eligible Receivables at such time minus (ii) the Aggregate Aged Credit Ineligible Amount at
such time minus (iii) the aggregate amount by which the Outstanding Balance of all Eligible
Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor at
such time minus (iv) the aggregate amount by which the Outstanding Balance of all Eligible
Receivables originated by the Top Four Obligors exceeds the Top Four Concentration Limit at such
time.



“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess
(if any) of all unrealized losses over all unrealized profits of such Person arising from Swap
Agreements. “Unrealized losses” means the fair market value of the cost to such Person of
replacing such Swap Agreement as of the date of determination (assuming such Swap Agreement were to
be terminated as of that date), and “unrealized profits” means the fair market value of the gain to
such Person of replacing such Swap Agreement as of the date of determination (assuming such Swap
Agreement were to be terminated as of that date).



“Non-Investment Grade Obligor” means any Obligor, the long-term senior unsecured debt of which
is unrated by either S&P or Moody’s, or rated BB+ or less by S&P or Ba1 or less by Moody’s.



“Non-Renewing Purchaser” has the meaning set forth in Section 12.3(a).



“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.



“Obligor” means a Person obligated to make payments pursuant to a Contract.



“Operating Lease” of a Person means any lease of an asset (other than a Capitalized Lease) by
such Person as lessee which has an original term (including any required renewals and any renewals
effective at the option of the lessor) of one year or more.



“Originator” means each of Insight Direct USA, Inc., an Illinois corporation, and Insight
Public Sector, Inc., an Illinois corporation, or any other Subsidiary or Affiliate of Insight
approved in writing by the Agent from time to time.



“Outstanding Balance” means, with respect to any Receivable at any time, the then outstanding
principal balance thereof; provided, that with respect to a WM Receivable, “Outstanding Balance”
means an amount equal to the product of 1.07 and the actual cost to the applicable Originator of
providing warranty or maintenance services to an Obligor.



“Participant” has the meaning set forth in Section 12.2.



“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)), as amended.



“Percentage” means, with respect to any Purchaser, a percentage equal to the Commitment of
such Purchaser divided by the aggregate Commitments of all Purchasers; provided, however, that
from and after the date of termination of the Commitments, “Percentage” for each Purchaser shall
mean a percentage equal to (x) the Capital of such Purchaser divided by (y) Aggregate Capital.



“Performance Undertaking” means that certain Amended and Restated Performance Undertaking
dated as of September 3, 2003 by Insight in favor of the Agent for the benefit of the Purchasers,
as amended, restated, supplemented or otherwise modified from time to time.



“Permitted Acquisition” means any acquisition (whether by purchase, merger, consolidation or
otherwise but excluding in any event a Hostile Acquisition) or series of related acquisitions by
Insight or any Subsidiary of all or substantially all the assets of, or more than fifty percent
(50%) of the Equity Interests in, a Person or division or line of business of a Person if, at the
time of and immediately after giving effect thereto, (i) no Default has occurred and is continuing
or would arise after giving effect thereto, (ii) such Person or division or line of business is
engaged in a type of business that complies with the requirements of the last sentence of Section
6.03 of the Credit Agreement, (iii) the Total Leverage Ratio shall not exceed 2.50 to 1.00, the
Fixed Charge Coverage Ratio shall not be less than 1.25 to 1.00 and the Asset Coverage Ratio shall
be not less than 1.75 to 1.00, in each case determined on a pro forma basis (excluding any
synergies or cost savings contemplated to occur pursuant to such Permitted Acquisition) after
giving effect to such acquisition, recomputed as of the last day of the most recently ended Fiscal
Quarter of Insight for which financial statements are available, as if such acquisition (and any
related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be
amortized over the applicable testing period in accordance with its terms) had occurred on the
first day of each relevant period for testing such compliance and (iv) in the case of any
acquisition with respect to which the aggregate consideration exceeds $100,000,000, Insight shall
have delivered a Compliance Certificate (as defined in the Credit Agreement) not less than five (5)
days (or such shorter period as the Administrative Agent shall agree) prior to the consummation of
such acquisition demonstrating compliance with the foregoing clause (iii).



“Permitted Receivables Facilities” has the meaning set forth in the Credit Agreement.



“Person” means an individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.



“Potential Amortization Event” means an event which, with the passage of time or the giving of
notice, or both, would constitute an Amortization Event.



“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to
time by Wells Fargo or its parent (which is not necessarily the lowest rate charged to any
customer), changing when and as said prime rate changes.



“Property” of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.



“Proposed Reduction Date” has the meaning set forth in Section 1.3.



“Purchase Limit” means $200,000,000.



“Purchase Notice” has the meaning set forth in Section 1.2.



“Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the
amount paid to Seller for such Purchaser Interest which shall not exceed the least of (i) the
amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion of the
Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net Eligible
Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the
aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent
Report, taking into account such proposed Incremental Purchase.



“Purchaser” has the meaning set forth in the preamble to this Agreement.



“Purchaser Interest” means, at any time, an undivided percentage ownership interest (computed
as set forth below) associated with a designated amount of Capital, selected pursuant to the terms
and conditions hereof in (i) each Receivable arising prior to the time of the most recent
computation or recomputation of such undivided interest, (ii) all Related Security with respect to
each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such
Receivable. Each such undivided percentage interest shall equal:



	 
	C
	NRB-AR







	 	 	 	 	 
	where:

	 	

	 	

	C

AR

NRB

	 	=

=

=
	 	the Capital of such Purchaser Interest.

the Aggregate Reserves.

the Net Eligible Receivables Balance.






Such undivided percentage ownership interest shall be initially computed on its date of purchase.
Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed
(or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage
represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the
business day immediately preceding the Amortization Date shall remain constant at all times
thereafter.



“Purchasing Purchaser” has the meaning set forth in Section 12.1(b).



“Qualified Equity Interests” means any Equity Interests that do not constitute Disqualified
Equity Interests.




“Ratings Request” has the meaning set forth in Section 10.2(c).



“Receivable” means all indebtedness and other obligations (other than indebtedness or
obligations constituting Excluded Receivables) owed to Seller or any Originator (at the time it
arises, and before giving effect to any transfer or conveyance under the Receivables Sale
Agreement or hereunder) or in which Seller or such Originator has a security interest or other
interest, including, without limitation, any indebtedness, obligation or interest constituting an
account, chattel paper, instrument or general intangible, arising in connection with the sale or
licensing of goods or general intangibles (such as software), or the rendering of services by the
applicable Originator, and further includes, without limitation, the obligation to pay any Finance
Charges with respect thereto. Indebtedness and other rights and obligations arising from any one
transaction, including, without limitation, indebtedness and other rights and obligations
represented by an individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any other transaction;
provided, that any indebtedness, rights or obligations referred to in the immediately preceding
sentence shall be a Receivable regardless of whether the account debtor or Seller treats such
indebtedness, rights or obligations as a separate payment obligation.



“Receivables Sale Agreement” means that certain Amended and Restated Receivables Sale
Agreement dated as of September 3, 2003, among Insight Direct USA, Inc., Insight Public Sector,
Inc. and Seller, as the same may be amended , restated or otherwise modified from time to time.



“Records” means, with respect to any Receivable, all Contracts and other documents, books,
records and other information (including, without limitation, computer programs, tapes, disks,
punch cards, data processing software and related property and rights) relating to such Receivable,
any Related Security therefor and the related Obligor.



“Recoveries” means, with respect to a Receivable that (a) would have been classified during
any Fiscal Month as a Charged-Off Receivable in accordance with clauses (i), (ii), (iii) or (iv) of
the definition of “Charged-Off Receivable” or (b) has been written off by Seller, all amounts
received or collected by the Servicer or Seller with respect to such Receivable after such
classification or write-off.



“Reduction Notice” has the meaning set forth in Section 1.3.



“Regulatory Change” has the meaning set forth in Section 10.2(a).



“Reinvestment” has the meaning set forth in Section 2.2.



“Related Security” means, with respect to any Receivable:




(i) all of the applicable Originator’s interest in the inventory and goods
(including returned or repossessed inventory or goods), if any, the sale, financing
or lease of which by the applicable Originator gave rise to such Receivable, and all
insurance contracts with respect thereto,




(ii) all other security interests or liens and property subject thereto from
time to time, if any, purporting to secure payment of such Receivable, whether
pursuant to the Contract related to such Receivable or otherwise, together with all
financing statements and security agreements describing any collateral securing such
Receivable,




(iii) all guaranties, letters of credit, insurance and other agreements or
arrangements of whatever character from time to time supporting or securing payment
of such Receivable whether pursuant to the Contract related to such Receivable or
otherwise,




(iv) all service contracts and other contracts and agreements associated with
such Receivable,




(v) all Records related to such Receivable,




(vi) all of Seller’s right, title and interest in, to and under the Receivables
Sale Agreement in respect of such Receivable , and




(vii) all proceeds of any of the foregoing.



“Rentals” of a Person means the aggregate fixed amounts payable by such Person under any
Operating Lease.



“Report” means each Monthly Report, Weekly Report and Daily Report.



“Required Purchasers” means (a) at any time there are two or fewer Purchasers, all Purchasers,
and (b) at all other times, the Purchasers with Commitments in excess of 66-2/3% of the aggregate
of all Commitments.



“Required Rating” has the meaning set forth in Section 10.2(c).



“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, and its successors.



“Sale and Leaseback Transaction” means any sale or other transfer of any asset by a Person
with the intent to lease such asset as lessee.



“Sanctioned Country” means a country subject to a sanctions program identified on the list
maintained by OFAC and available at
http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise
published from time to time.



“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals
and Blocked Persons” maintained by OFAC available at
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise
published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii)
an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned
Country, to the extent subject to a sanctions program administered by the U.S. Department of the
Treasury’s Office of Foreign Assets Control.



“Seller” has the meaning set forth in the preamble to this Agreement.



“Seller Parties” has the meaning set forth in the preamble to this Agreement.



“Servicer” means at any time the Person (which may be the Agent) then authorized pursuant to
Article VIII to service, administer and collect Receivables.



“Servicer Reserve” means, on any date, an amount equal to 0.75% multiplied by the Net Eligible
Receivables Balance as of the close of business of the Servicer on such date.



“Servicing Fee” has the meaning set forth in Section 8.6.



“Settlement Date” means (A) the Business Day following receipt of each Daily Report or Weekly
Report (as applicable) and (B) each Monthly Settlement Date.



“Settlement Period” means, in respect of each Purchaser Interest, the immediately preceding
Accrual Period.



“Software Spectrum Government Receivable” means any indebtedness or obligations owed by the
federal government of the United States (or any governmental subdivision or agency thereof) to the
Software Spectrum division of Insight Direct USA, Inc. (formerly Software Spectrum, Inc., a
Delaware corporation).



“Specified Indebtedness” has the meaning set forth in Section 9.1(c).



“SPV” means any special purpose entity established for the purpose of purchasing receivables
in connection with a receivables securitization transaction permitted under the terms of the Credit
Agreement.



“Stated Termination Date” means June 23, 2017 or such later date to which the Stated
Termination Date may be extended in accordance with Section 12.3.



“Subsidiary” means any subsidiary of Insight; provided, that Persons that would be required in
accordance with GAAP to be consolidated with Insight, but which are not otherwise controlled by
Insight shall be “Subsidiaries” hereunder solely for the purpose of making calculations under
Section 9.1(l) and (m) hereof, but shall not be “Subsidiaries” hereunder for purposes of any
representation, warranty or other covenant hereunder.



“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.



“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of Insight or the Subsidiaries shall be a Swap Agreement.



“Termination Date” has the meaning set forth in Section 2.2.



“Termination Percentage” has the meaning set forth in Section 2.2.



“Terminating Purchaser” has the meaning set forth in Section 12.3(a).



“Top Four Concentration Limit” means, at any time, for the Top Four Obligors, an amount equal
to the aggregate Outstanding Balance of all Eligible Receivables at such time multiplied by 15.0%.



“Top Four Obligors” means the four Non-Investment Grade Obligors which, among all other
Non-Investment Grade Obligors, have originated the highest Outstanding Balance of Receivables at
such time.



“Total Leverage Ratio” means, as of the last day of any Fiscal Quarter of Insight, the ratio
of Consolidated Funded Indebtedness at such time to Adjusted Consolidated EBITDA for the four
Fiscal Quarter period then most recently ended.



“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, the
Receivables Sale Agreement, the Collection Account Agreement, the Intercreditor Agreement, any Fee
Letter, the Performance Undertaking, the Subordinated Note (as defined in the Receivables Sale
Agreement) and all other instruments, documents and agreements executed and delivered in connection
herewith.



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



“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or
both, would constitute a Default.



“Unused Commitment” means, with respect to any Purchaser at any time, such Purchaser’s
Commitment at such time minus such Purchaser’s Capital outstanding at such time.



“Vendor Trade Programs” means those certain inventory finance transactions from time to time
entered into by Insight or its Affiliates with IBM Credit Corporation or its Affiliates, Hewlett
Packard Corporation or its Affiliates or any other Person reasonably acceptable to the Agent.



“Weekly Report” means a report, in substantially the form of Exhibit IX hereto (appropriately
completed), furnished by the Servicer to the Agent pursuant to clause (i) of Section 8.5.



“WM Receivable” means a Receivable which arises under a Contract relating to the provision by
an Originator of warranty or maintenance services to an Obligor.



“Yield” means, for each Purchaser Interest for each day elapsed during such Accrual Period, an
amount equal to the product of the Discount Rate multiplied by the Capital of such Purchaser
Interest, annualized on a 360-day basis.



“Yield Reserve” means, on any date, an amount equal to 0.75% multiplied by the Net Eligible
Receivables Balance as of the close of business of the Servicer on such date.



All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined
herein, are used herein as defined in such Article 9. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if Insight notifies the Agent that Insight and
Seller request an amendment to any provision hereof to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application thereof on the operation of such provision (or
if the Agent notifies Insight and Seller that the Required Purchasers request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after
such change in GAAP or in the application thereof, then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith.



EXHIBIT II

FORM OF PURCHASE NOTICE

[Date]




Wells Fargo Bank, National Association, individually and as Agent


1100 Abernathy Rd., N.E.


Suite 1500


Atlanta, GA 30328-5657


Attn: Ryan Tozier



PNC Bank, National Association


225 Fifth Avenue, Floor 4


Pittsburgh, PA 15222


Attn: Michael Ferragonio




	 	 	 	Re: PURCHASE NOTICE





Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of December 31, 2002
by and among Insight Receivables, LLC, an Illinois limited liability company (the “Seller”),
Insight Enterprises, Inc., as Servicer, the Purchasers from time to time party thereto and Wells
Fargo Bank, National Association, as successor Agent (as amended, restated, supplemented or
otherwise modified from time to time, the “Receivables Purchase Agreement”). Capitalized terms
used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement.



The Agent is hereby notified of the following Incremental Purchase:



	 	 	 	 	 
	Purchase Price:

	 	 	$	 
	 

	 	 	 	 
	Date of Purchase:

	 	


	 

	 	


	Requested Rate:

	 	LIBO Rate [LMIR]

	 

	 	 	 	 






Please wire-transfer the Purchase Price in immediately available funds to the Facility
Account:



[Account Name]


[Account No.]


[Bank Name & Address]


[ABA #]


Reference:


Telephone advice to: [Name] @ tel. no. ( )



In connection with the Incremental Purchase to be made on the above listed “Date of Purchase”
(the “Purchase Date”), Seller hereby certifies that the following statements are true on the date
hereof, and will be true on the Purchase Date (before and after giving effect to the proposed
Incremental Purchase):




	1.	 	the representations and warranties of Seller set forth in Section 5.1 of the Receivables
Purchase Agreement are true and correct on and as of the Purchase Date as though made on and
as of such date;






	2.	 	no event has occurred and is continuing, or would result from the proposed Incremental
Purchase, that will constitute an Amortization Event or a Potential Amortization Event;






	3.	 	the Facility Termination Date has not occurred, the Aggregate Capital does not exceed the
Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and






	4.	 	the amount of Aggregate Capital is $      after giving effect to the Incremental Purchase
to be made on the Purchase Date.






Very truly yours,




INSIGHT RECEIVABLES, LLC




By:


Name:



Title:EXHIBIT III




PLACES OF BUSINESS OF THE SELLER PARTIES;

LOCATIONS OF RECORDS;

FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)

ORGANIZATIONAL IDENTIFICATION NUMBER(S)




Places of Business and Location of Records:



Insight Receivables, LLC


444 Scott Drive


Bloomingdale, IL 60108


(Prior to 11/2014)



2250 Pinehurst Boulevard, Suite 200


Addison, IL 60101


(After 11/2014)



Illinois Organizational Number: 0082933-1



FEIN: 43-1988544



Places of Business and Location of Records:



Insight Enterprises, Inc.


6820 South Harl Avenue


Tempe, Arizona 85283



Delaware Organizational Number: 2264818



FEIN: 86-0766246



EXHIBIT IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 
	Collection Bank

	 	Lock-Box
	 	Related Collection Account
	 

	 	 
	 	 
	JPMorgan Chase Bank, N.A.

	 	#
	 	#
	 

	 	 
	 	 
	JPMorgan Chase Bank, N.A.

	 	#
	 	#
	 

	 	 
	 	 
	JPMorgan Chase Bank, N.A.

	 	#
	 	#
	 

	 	 
	 	 
	JPMorgan Chase Bank, N.A.

	 	N/A
	 	#
	 

	 	 
	 	 






EXHIBIT V-A

FORM OF MONTHLY COMPLIANCE CERTIFICATE




To:




Wells Fargo Bank, National Association, individually and as Agent


1100 Abernathy Rd., N.E.


Suite 1500


Atlanta, GA 30328-5657


Attn: Ryan Tozier




PNC Bank, National Association


225 Fifth Avenue, Floor 4


Pittsburgh, PA 15222




	 	 	 	Attn: Michael Ferragonio





This Compliance Certificate is furnished pursuant to that certain Receivables Purchase
Agreement dated as of December 31, 2002 among Insight Receivables, LLC (the “Seller”), Insight
Enterprises, Inc. (the “Servicer”), the Purchasers from time to time party thereto and Wells Fargo
Bank, National Association, as successor Agent for such Purchasers (as amended, restated,
supplemented or otherwise modified from time to time, the “Agreement”).



THE UNDERSIGNED HEREBY CERTIFIES THAT:




1. I am the duly elected [      ] of Seller.



2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries
during the accounting period covered by the attached financial statements.



3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Amortization Event or Potential
Amortization Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth in paragraph 5 below.



4. Schedule I attached hereto sets forth financial data and computations evidencing the
compliance with Section 9.1(g) of the Agreement, all of which data and computations are true,
complete and correct.



5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which
Seller has taken, is taking, or proposes to take with respect to each such condition or event:



The foregoing certifications, together with the computations set forth in Schedule I
hereto and the financial statements delivered with this Certificate in support hereof, are made and
delivered this day of , .



INSIGHT RECEIVABLES, LLC



      



Name:



Title:



SCHEDULE I TO COMPLIANCE CERTIFICATE




Schedule of Compliance as of       ,        with Section        of the Agreement. Unless otherwise
defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in
the Agreement.



This schedule relates to the month ended:EXHIBIT V-B

FORM OF QUARTERLY COMPLIANCE CERTIFICATE




To:




Wells Fargo Bank, National Association, individually and as Agent


1100 Abernathy Rd., N.E.


Suite 1500


Atlanta, GA 30328-5657


Attn: Ryan Tozier




PNC Bank, National Association


225 Fifth Avenue, Floor 4


Pittsburgh, PA 15222




	 	 	 	Attn: Michael Ferragonio





This Compliance Certificate is furnished pursuant to that certain Receivables Purchase
Agreement dated as of December 31, 2002 among Insight Receivables, LLC (the “Seller”), Insight
Enterprises, Inc. (the “Servicer”), the Purchasers from time to time party thereto and Wells Fargo
Bank, National Association, as successor agent for such Purchasers (as amended, restated,
supplemented or otherwise modified from time to time, the “Agreement”).



THE UNDERSIGNED HEREBY CERTIFIES THAT:




6. I am the duly elected [      ] of Seller.



7. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries
during the accounting period covered by the attached financial statements.



8. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Amortization Event or Potential
Amortization Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth in paragraph 5 below.



9. Schedule I attached hereto sets forth financial data and computations evidencing the
compliance with Sections 9.1(l), (m) and (n) of the Agreement, all of which data and computations
are true, complete and correct.



10. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which
Seller has taken, is taking, or proposes to take with respect to each such condition or event:



The foregoing certifications, together with the computations set forth in Schedule I
hereto and the financial statements delivered with this Certificate in support hereof, are made and
delivered this day of , .



INSIGHT RECEIVABLES, LLC



      



Name:



Title:



SCHEDULE I TO COMPLIANCE CERTIFICATE




Schedule of Compliance as of       ,        with Sections        of the Agreement.
Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.



EXHIBIT VI

FORM OF COLLECTION ACCOUNT AGREEMENT1

[On letterhead of Originator]




,




	 	 	 
	[Lock-Box Bank/Concentration Bank/Depositary Bank]

	Re:

	 	[Name of Originator]






Ladies and Gentlemen:



Reference is hereby made to each of the departmental post office boxes listed on Schedule I
hereto (each a, “Lock-Box”) of which you have exclusive control for the purpose of receiving mail
and processing payments therefrom pursuant to that certain [name of lock-box agreement) between you
and the undersigned (the “Company”) dated (the “Agreement”). You hereby confirm your agreement to
perform the services described therein. Among the services you have agreed to perform therein, is
to endorse all checks and other evidences of payment received in each of the Lock-Boxes, and credit
such payments to the Company’s checking account no. maintained with you in the name of the Company
(the “Lock-Box Account”).



The Company hereby informs you that pursuant to that certain Receivables Sale Agreement, dated
as of              ,        between the Company and [Seller] (the “Seller”), the Company has transferred
all of its right, title and interest in and to, and exclusive ownership and control of, the
Lock-Box and the Lock-Box Account to Seller. The Company and Seller hereby request that the name
of the Lock-Box Account be changed to “Insight Receivables, LLC”



The Company and Seller hereby irrevocably instruct you, and you hereby agree, that upon
receiving notice from Wells Fargo Bank, National Association (“Wells Fargo”) in the form attached
hereto as Annex A: (i) the name of the Lock-Box Account will be changed to Wells Fargo for itself
and as agent (or any designee of Wells Fargo) and Wells Fargo will have exclusive ownership of and
access to the Lock-Box and the Lock-Box Account, and neither the Company, Seller, nor any of their
respective affiliates will have any control of the Lock-Box or the Lock-Box Account or any access
thereto, (ii) you will either continue to send the funds from the Lock-Box to the Lock-Box Account,
or will redirect the funds as Wells Fargo may otherwise request, (iii) you will transfer monies on
deposit in the Lock-Box Account, at any time, as directed by Wells Fargo, (iv) all services to be
performed by you under the Agreement will be performed on behalf of Wells Fargo, and (v) all
correspondence or other mail which you have agreed to send to the Company or Seller will be sent to
Wells Fargo at the following address:




Wells Fargo Bank, National Association


1100 Abernathy Rd., N.E.


Suite 1500


Atlanta, GA 30328-5657


Attn: Ryan Tozier



Moreover, upon such notice, Wells Fargo for itself and as agent will have all rights and
remedies given to the Company (and Seller, as the Company’s assignee) under the Agreement. Seller
agrees, however, to continue to pay all fees and other assessments due thereunder at any time.



You hereby acknowledge that monies deposited in the Lock-Box Account or any other account
established with you by Wells Fargo for the purpose of receiving funds from the Lock-Box are
subject to the liens of Wells Fargo for itself and as agent, and will not be subject to deduction,
set-off, banker’s lien or any other right you or any other party may have against the Company or
Seller, except that you may debit the Lock-Box Account for any items deposited therein that are
returned or otherwise not collected and for all charges, fees, commissions and expenses incurred by
you in providing services hereunder, all in accordance with your customary practices for the charge
back of returned items and expenses.



THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This letter
agreement may be executed in any number of counterparts and all of such counterparts taken together
will be deemed to constitute one and the same instrument.



This letter agreement contains the entire agreement between the parties, and may not be
altered, modified, terminated or amended in any respect, nor may any right, power or privilege of
any party hereunder be waived or released or discharged, except upon execution by all parties
hereto of a written instrument so providing. In the event that any provision in this letter
agreement is in conflict with, or inconsistent with, any provision of the Agreement, this letter
agreement will exclusively govern and control. Each party agrees to take all actions reasonably
requested by any other party to carry out the purposes of this letter agreement or to preserve and
protect the rights of each party hereunder.



1Before using this form, check with the Law
Department to determine whether the applicable Purchaser has agreed to an
alternative form.



3



Please indicate your agreement to the terms of this letter agreement by signing in the space
provided below. This letter agreement will become effective immediately upon execution of a
counterpart of this letter agreement by all parties hereto.



	 	 	 	 	 
	 	 	 	 	Very truly yours,

[ORIGINATOR]

By:

	 	 	 	 	Name:

	 	 	 	 	Title:

	 	 	 	 	INSIGHT RECEIVABLES, LLC

By:

	 	 	 	 	Name:

	 	 	 	 	Title:

	Acknowledged and agreed to	 	 
	this
	 	day of
	 	








[COLLECTION BANK]



By:

Name:

Title:




WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent



By:

Name:

Title:




4



ANNEX A

FORM OF NOTICE

[On letterhead of Wells Fargo]




,




	 	 	 
	[Collection Bank/Depositary Bank/Concentration Bank]

	Re:

	 	[Originator/Insight Receivables, LLC]






Ladies and Gentlemen:



We hereby notify you that we are exercising our rights pursuant to that certain letter
agreement among [Originator], Insight Receivables, LLC, you and us, to have the name of, and to
have exclusive ownership and control of, account number        (the “Lock-Box Account”)
maintained with you, transferred to us. [Lock-Box Account will henceforth be a zero-balance
account, and funds deposited in the Lock-Box Account should be sent at the end of each day to .]
You have further agreed to perform all other services you are performing under that certain
agreement dated between you and [Originator] on our behalf.



We appreciate your cooperation in this matter.




Very truly yours,




WELLS FARGO BANK, NATIONAL ASSOCIATION, (for itself
and as Agent)



By:       

Title:




EXHIBIT VII

FORM OF ASSIGNMENT AGREEMENT




THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of the        day of
     ,       , by and between        (“Assignor”) and      
(“Assignee”).



PRELIMINARY STATEMENTS




A. This Assignment Agreement is being executed and delivered in accordance with Section
12.1(b) of that certain Receivables Purchase Agreement dated as of December 31, 2002 by and among
Insight Receivables, LLC, as Seller, Insight Enterprises, Inc., as Servicer, the Purchasers from
time to time party thereto and Wells Fargo Bank, National Association, as successor Agent (as
amended, modified or restated from time to time, the “Purchase Agreement”). Capitalized terms used
and not otherwise defined herein are used with the meanings set forth or incorporated by reference
in the Purchase Agreement.



B. Assignor is a Purchaser party to the Purchase Agreement, and Assignee wishes to become a
Purchaser thereunder; and



C. Assignor is selling and assigning to Assignee an undivided      % (the “Transferred
Percentage”) interest in all of Assignor’s rights and obligations under the Purchase Agreement and
the Transaction Documents, including, without limitation, Assignor’s Commitment and (if applicable)
the Capital of Assignor’s Purchaser Interests as set forth herein.



AGREEMENT




The parties hereto hereby agree as follows:



1. The sale, transfer and assignment effected by this Assignment Agreement shall become
effective (the “Effective Date”) two (2) Business Days (or such other date selected by the Agent in
its sole discretion) following the date on which a notice substantially in the form of Schedule II
to this Assignment Agreement (“Effective Notice”) is delivered by the Agent to the Purchasers,
Assignor and Assignee. From and after the Effective Date, Assignee shall be a Purchaser party to
the Purchase Agreement for all purposes thereof as if Assignee were an original party thereto and
Assignee agrees to be bound by all of the terms and provisions contained therein.



2. If Assignor has no outstanding Capital under the Purchase Agreement, on the Effective Date,
Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse,
representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be
deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred
Percentage of Assignor’s Commitment and all rights and obligations associated therewith under the
terms of the Purchase Agreement, including, without limitation, the Transferred Percentage of
Assignor’s future funding obligations under Section 4.1 of the Purchase Agreement.



3. If Assignor has any outstanding Capital under the Purchase Agreement, at or before 12:00
noon, local time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately
available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding
Capital of Assignor’s Purchaser Interests (such amount, being hereinafter referred to as the
“Assignee’s Capital”); (ii) all accrued but unpaid (whether or not then due) Yield attributable to
Assignee’s Capital; and (iii) accruing but unpaid fees and other costs and expenses payable in
respect of Assignee’s Capital for the period commencing upon each date such unpaid amounts commence
accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon,
Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse,
representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed
to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of
Assignor’s Commitment and the Capital of Assignor’s Purchaser Interests (if applicable) and all
related rights and obligations under the Purchase Agreement and the Transaction Documents,
including, without limitation, the Transferred Percentage of Assignor’s future funding obligations
under Section 4.1 of the Purchase Agreement.



4. Concurrently with the execution and delivery hereof, Assignor will provide to Assignee
copies of all documents requested by Assignee which were delivered to Assignor pursuant to the
Purchase Agreement.



5. Each of the parties to this Assignment Agreement agrees that at any time and from time to
time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Assignment Agreement.



6. By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and
agree with each other, the Agent and the Purchasers as follows: (a) other than the representation
and warranty that it has not created any Adverse Claim upon any interest being transferred
hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made by any other Person in or in connection with
the Purchase Agreement or the Transaction Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of Assignee, the Purchase Agreement or any other
instrument or document furnished pursuant thereto or the perfection, priority, condition, value or
sufficiency of any collateral; (b) Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of Seller, any Obligor, any Seller Affiliate
or the performance or observance by Seller, any Obligor, any Seller Affiliate of any of their
respective obligations under the Transaction Documents or any other instrument or document
furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a
copy of the Purchase Agreement and copies of such other Transaction Documents, and other documents
and information as it has requested and deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement; (d) Assignee will, independently and without
reliance upon the Agent, Seller or any other Purchaser and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Purchase Agreement and the Transaction Documents; (e) Assignee appoints
and authorizes the Agent to take such action as agent on its behalf and to exercise such powers
under the Transaction Documents as are delegated to the Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in
accordance with their terms all of the obligations which, by the terms of the Purchase Agreement
and the other Transaction Documents, are required to be performed by it as a Purchaser.



7. Each party hereto represents and warrants to and agrees with the Agent that it is aware of
and will comply with the provisions of the Purchase Agreement, including, without limitation,
Sections 4.1 and 13.1 thereof.



8. Schedule I hereto sets forth the revised Commitment of Assignor and the Commitment of
Assignee, as well as administrative information with respect to Assignee.



9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.



IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective duly authorized officers of the date hereof.




[ASSIGNOR]




By:

Title:





[ASSIGNEE]




By:

Title:




SCHEDULE I TO ASSIGNMENT AGREEMENT




LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS




	 	 	 
	Date:       ,       

	Transferred Percentage:

	 	     %






	 	 	 	 	 	 	 	 	 
	 	 	A-1	 	A-2	 	B-1	 	B-2
	Assignor	 	Commitment (prior	 	Commitment (after	 	Outstanding Capital	 	Ratable Share of
	 	 	to giving effect to	 	giving effect to	 	(if any)	 	Outstanding Capital
	 	 	the Assignment	 	the Assignment	 	 	 	 
	 	 	Agreement)	 	Agreement)	 	 	 	 
	 	 	 	 	A-2

	 	B-1
	 	B-2
	 	 	 	 	 

	 	 
	 	 
	Assignee
	 	 	 	Commitment (after

giving effect to

the Assignment

Agreement)

	 	Outstanding Capital

(if any)





	 	Ratable Share of

Outstanding Capital





	 
	 	 	 	 

	 	 
	 	 






Address for Notices



Attention:


Phone:


Fax:



SCHEDULE II TO ASSIGNMENT AGREEMENT

EFFECTIVE NOTICE





	 	 	TO:       , Assignor






     


     


     




	 	 	TO:       , Assignee






     


     


     



The undersigned, as Agent under the Receivables Purchase Agreement dated as of December 31,
2002 by and among Insight Receivables, LLC, an Illinois limited liability company, Insight
Enterprises, Inc., as Servicer, the Purchasers from time to time party thereto and Wells Fargo
Bank, National Association, as successor Agent hereby acknowledges receipt of executed counterparts
of a completed Assignment Agreement dated as of       ,        between       , as
Assignor, and       , as Assignee. Terms defined in such Assignment Agreement are used
herein as therein defined.



Pursuant to such Assignment Agreement, you are advised that the Effective Date will be
     ,       .



[3. Pursuant to such Assignment Agreement, the Assignee is required to pay $      to
Assignor at or before 12:00 noon (local time of Assignor) on the Effective Date in immediately
available funds.]




Very truly yours,




WELLS FARGO BANK, NATIONAL ASSOCIATION, individually
and as Agent




By:

Title:





[PURCHASER], as a Purchaser



By:      



Title:_________________________EXHIBIT VIII




CREDIT AND COLLECTION POLICY

Attached.EXHIBIT IX

FORM OF WEEKLY REPORT

Attached

EXHIBIT X

FORM OF MONTHLY REPORT

Attached




EXHIBIT XI

SPECIAL CONCENTRATION LIMITS




For any Obligor, at any time, an amount equal to (i) the Outstanding Balance of Eligible
Receivables at such time multiplied by (ii) the highest applicable “Special Concentration
Percentage” determined by reference to such Obligor’s long-term, senior unsecured rating at such
time as set forth below:



	 	 	 
	At any time the long-term, senior

	 	Special Concentration Percentage:
	unsecured debt of such Obligor is rated:

	 	

	 

	 	 
	A+ or higher by S&P and A1 or higher by

Moody’s

	 	11.25%



	 

	 	 
	BBB- or higher by S&P and

Baa3 or higher by Moody’s

	 	7.50%



	 

	 	 
	Less than BBB- or unrated by S&P or S&P

has withdrawn its rating on such debt or

less than Baa3 or unrated by Moody’s or

Moody’s has withdrawn its rating on such

debt

	 	5.00%









	 

	 	 






EXHIBIT XII

FORM OF DAILY REPORT

(Attached)




EXHIBIT XIII

FORM OF JOINDER AGREEMENT




Reference is hereby made to the Receivables Purchase Agreement, dated as of December 31, 2002
by and among Insight Receivables, LLC, an Illinois limited liability company (the “Seller”),
Insight Enterprises, Inc., as Servicer, the Purchasers from time to time party thereto, and Wells
Fargo Bank, National Association, as successor Agent (as amended, restated, supplemented or
otherwise modified from time to time, the “Receivables Purchase Agreement”). To the extent not
defined herein, capitalized terms used herein have the meanings assigned to such terms in the
Receivables Purchase Agreement.



       (the “New Purchaser”), Seller, the Servicer and the Agent agree as follows:



1. Pursuant to Section 12.6 of the Agreement, Seller has requested that the New Purchaser
agree to become a “Purchaser” under the Agreement.



2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the later of
(i) the date on which a fully executed copy of this Joinder Agreement is delivered to the Agent and
(ii) the date of this Joinder Agreement.



3. By executing and delivering this Joinder Agreement, the New Purchaser confirms to and
agrees with each other party to the Agreement that (i) it has received a copy of the Agreement and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Joinder Agreement; (ii) it will, independently and without reliance
upon the Agent, the other Purchasers or any of their respective Affiliates, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Agreement or any Transaction Document; (iii) it
appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such
powers under the Agreement, the Transaction Documents and any other instrument or document pursuant
thereto as are delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto and to enforce its respective rights and interests in and under the
Agreement, the Transaction Documents, the Receivables, the Related Security and the Collections;
(iv) it will perform all of the obligations which by the terms of the Agreement and the Transaction
Documents are required to be performed by it as a Purchaser; (v) its address for notices shall be
the office set forth beneath its name on the signature pages of this Joinder Agreement; and (vi) it
is duly authorized to enter into this Joinder Agreement .



4. On the Effective Date of this Joinder Agreement, the New Purchaser shall join in and be a
party to the Agreement and, to the extent provided in this Joinder Agreement, shall have the rights
and obligations of a Purchaser the Receivables Purchase Agreement.



5. This Joinder Agreement may be executed by one or more of the parties on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.



6. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of
the State of Illinois.



IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written, such
execution being made on Schedule I hereto.



[Remainder of page left intentionally blank]





5






Schedule I

to

Joinder Agreement

Dated ______ __, 20__




	 	 	 	 	 
	The “Commitment” with respect to the New Purchaser is:

	[New Purchaser]

	 	$[      ]
	 	

	NEW PURCHASER:

	 	 	 	[NEW PURCHASER]






By:       Name:

Title:




Address for notices:



[Address]



6



Consented to this        day of       , 20       by:



INSIGHT RECEIVABLES, LLC, as Seller



By:      

Name:

Title:




INSIGHT ENTERPRISES, INC., as Servicer



By:      

Name:

Title:




WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent



By:      

Name:

Title:




[SIGNATURE BLOCK FOR EACH PURCHASER]



as a Purchaser



By:     


Name:



Title:SCHEDULE A

COMMITMENTS




	 	 	 	 	 
	Purchaser
	 	Commitment
	 
	 	 	 	 
	PNC Bank, National Association
	 	$	90,000,000	 
	 
	 	 	 	 
	Wells Fargo Bank, National Association
	 	$	110,000,000	 
	 
	 	 	 	 
	TOTAL
	 	$	200,000,000	 
	 
	 	 	 	 






SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE AGENT AND THE PURCHASERS

ON OR PRIOR TO THE INITIAL PURCHASE




Attached




	 	 	 
	ARTICLE I PURCHASE ARRANGEMENTS

	Section 1.1

Section 1.2

Section 1.3

Section 1.4

	 	Purchase Facility.

Increases.

Decreases. .

Payment Requirements.






	 	 	 
	ARTICLE II PAYMENTS AND COLLECTIONS

	Section 2.1

Section 2.2

Section 2.3

Section 2.4

	 	Payments.

Collections Prior to Amortization. .

Collections Following Amortization. .

Application of Collections.:
	Section 2.5

Section 2.6

Section 2.7

	 	Payment Rescission.

Maximum Purchaser Interests and Aggregate Capital..

Clean Up Call.






	 	 	 
	ARTICLE III [RESERVED]

	ARTICLE IV FUNDING

	Section 4.1

Section 4.2

Section 4.3

	 	Funding. .

Yield Payments..

Suspension of the LIBO Rate.






	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES

	Section 5.1

	 	Representations and Warranties of The Seller Parties.






	 	 	 
	ARTICLE VI CONDITIONS OF PURCHASES

	Section 6.1

Section 6.2

	 	Conditions Precedent to Initial Incremental Purchase.

Conditions Precedent to All Purchases and Reinvestments.
	ARTICLE VII COVENANTS

	Section 7.1

Section 7.2

	 	Affirmative Covenants of The Seller Parties.

Negative Covenants of The Seller Parties.






	 	 	 	 	 
	ARTICLE VIII ADMINISTRATION AND COLLECTION

	Section 8.1
	 	Designation of Servicer.
	Section 8.2
	 	Duties of Servicer.
	Section 8.3
	 	Collection Notices. .
	Section 8.4
	 	Responsibilities of Seller.  .
	Section 8.5
	 	Reports. .
	Section 8.6
	 	Servicing Fees.  .






	 	 	 	 	 
	ARTICLE IX AMORTIZATION EVENTS

	Section 9.1
	 	Amortization Events.
	Section 9.2
	 	Remedies.  .






	 	 	 	 	 
	ARTICLE X INDEMNIFICATION

	Section 10.1
	 	Indemnities by The Seller Parties.
	Section 10.2
	 	Increased Cost and Reduced Return.  .
	Section 10.3
	 	Other Costs and Expenses.  .






	 	 	 	 	 
	ARTICLE XI THE AGENT

	Section 11.1
	 	Authorization and Action.  .
	Section 11.2
	 	Delegation of Duties.  .
	Section 11.3
	 	Exculpatory Provisions. .
	Section 11.4
	 	Reliance by Agent.
	Section 11.5
	 	Non-Reliance on Agent and Other Purchasers..
	Section 11.6
	 	Reimbursement and Indemnification.
	Section 11.7
	 	Agent in its Individual Capacity.
	Section 11.8
	 	Successor Agent.  .






	 	 	 
	ARTICLE XII ASSIGNMENTS; PARTICIPATIONS

	Section 12.1

Section 12.2

Section 12.3

Section 12.4

Section 12.5

Section 12.6

Section 12.7

	 	Assignments.

Participations.

Extension of Stated Termination Date. .

Terminating Purchasers.

Federal Reserve.

Additional Purchasers. .

Withholding Tax Exemption.






	 	 	 
	ARTICLE XIII [RESERVED]

	ARTICLE XIV MISCELLANEOUS

	Section 14.1

Section 14.2

Section 14.3

Section 14.4

Section 14.5

Section 14.6

Section 14.7

Section 14.8

Section 14.9

Section 14.10

Section 14.11

Section 14.12

Section 14.13

	 	Waivers and Amendments.

Notices.

Ratable Payments. .

Protection of Ownership Interests of the Purchasers.

Confidentiality.

Limitation of Liability. .

CHOICE OF LAW. .

CONSENT TO JURISDICTION. .

WAIVER OF JURY TRIAL.

Integration; Binding Effect; Survival of Terms.

Counterparts; Severability; Section References.

Characterization.

USA PATRIOT Act.






Exhibits and Schedules



	 	 	 
	Exhibit I

Exhibit II

	 	Definitions

Form of Purchase Notice







	 	 	 	Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer
Identification Number(s)





	 	 	 
	Exhibit IV

Exhibit V-A

Exhibit V-B

Exhibit VI

Exhibit VII

Exhibit VIII

Exhibit IX

Exhibit X

Exhibit XI

Exhibit XII

Exhibit XIII

	 	Names of Collection Banks; Collection Accounts

Form of Monthly Compliance Certificate

Form of Quarterly Compliance Certificate

Form of Collection Account Agreement

Form of Assignment Agreement

Credit and Collection Policy

Form of Weekly Report

Form of Monthly Report

Special Concentration Limits

Form of Daily Report

Form of Joinder Agreement
	Schedule A

Schedule B

Schedule 9.1(n)

	 	Commitments

Closing Documents

Methodology of Calculating Consolidated Tangible Net Worth






7




EXHIBIT B








8






AMENDED AND RESTATED




RECEIVABLES SALE AGREEMENT




Dated as of September 3, 2003




by and among




INSIGHT DIRECT USA, INC.




and




INSIGHT PUBLIC SECTOR, INC.,

as Originators




and




INSIGHT RECEIVABLES, LLC,

as Buyer

AMENDED AND RESTATED




RECEIVABLES SALE AGREEMENT




THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of September 3, 2003, is by and
among Insight Direct USA, Inc., an Illinois corporation, Insight Public Sector, Inc., an Illinois
corporation, and Insight Receivables, LLC, an Illinois limited liability company (“Buyer”). Unless
defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned
to such terms in Exhibit I and, to the extent not defined therein, the meanings attributed to such
terms in the Purchase Agreement (hereinafter defined).



PRELIMINARY STATEMENTS




Reference is hereby made to that certain Receivables Sale Agreement dated as of December 31,
2002 (the “Original Receivables Sale Agreement”), by and among Insight Direct USA, Inc., an Arizona
corporation (“Insight Direct Arizona”), Comark Corporate Sales, Inc., an Illinois corporation
(“Comark Corporate Sales”), Insight Services Corporation, an Arizona corporation (“ISC”), Comark
Government and Education Sales, Inc., an Illinois corporation (“CGE”), Comark, Inc., an Illinois
corporation (“Comark”) (each of Insight Direct Arizona, Comark Corporate Sales, ISC, CGE and
Comark, an “Original Originator” and collectively, the “Original Originators”), and Buyer.



On or prior to the date hereof, (i) Insight Public Sector, Inc., an Arizona corporation,
merged with and into CGE with the surviving entity being CGE, and CGE has changed its name to
Insight Public Sector, Inc. (“Insight Public”), and (ii) Insight Direct Arizona, ISC and Comark
merged with and into Comark Corporate Sales, with the surviving entity being Comark Corporate
Sales, and Comark Corporate Sales has changed its name to Insight Direct USA, Inc. (“Insight
Direct”) (each of Insight Direct and Insight Public, an “Originator” and collectively, the
“Originators”). The Originators and the Buyer have agreed to amend and restate the Original
Receivables Sale Agreement on the terms and subject to the conditions set forth herein.



Each Originator now owns, and from time to time hereafter will own, Receivables. Each
Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator,
all of such Originator’s right, title and interest in and to such Receivables (to the extent not
already sold and assigned pursuant to the Original Receivables Sale Agreement), together with the
Related Security and Collections with respect thereto.



The Originators and Buyer intend the transactions contemplated hereby to be true sales of the
Receivables from the Originators to Buyer, providing Buyer with the full benefits of ownership of
the Receivables, and the Originators and Buyer do not intend these transactions to be, or for any
purpose to be characterized as, loans from Buyer to the Originators.



Following the purchase of Receivables from the Originators, Buyer will sell undivided
interests therein and in the associated Related Security and Collections pursuant to that certain
Receivables Purchase Agreement dated as of December 31, 2002 (as amended as of the date hereof and
as the same may from time to time be amended, supplemented, restated or otherwise modified, the
“Purchase Agreement”) among Buyer, Insight Enterprises, Inc., as Servicer, the financial
institutions from time to time party thereto as “Purchasers,” and Wells Fargo Bank, National
Association or any successor agent appointed pursuant to the terms of the Purchase Agreement, as
agent for such Purchasers (in such capacity, the “Agent”).



ARTICLE I

AMOUNTS AND TERMS




Section 1.1 Purchase of Receivables.



(a) Pursuant to the Original Receivables Sale Agreement, in consideration for the Purchase
Price and upon the terms and subject to the conditions set forth therein, the Original Originators
sold, assigned, transferred, set-over and otherwise conveyed to Buyer, without recourse (except to
the extent expressly provided therein), all of their respective right, title and interest in and to
all Receivables existing as of the close of business on the Business Day immediately prior to the
closing date of the Original Receivables Sale Agreement and all Receivables thereafter arising,
together, in each case, with all Related Security relating thereto and all Collections thereof.
Each Originator (as an Original Originator and as successor to other Original Originators) hereby
reaffirms such purchases and sales, and in consideration for the Purchase Price and upon the terms
and subject to the conditions set forth herein, each Originator does hereby sell, assign, transfer,
set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided
herein) and Buyer does hereby purchase from each Originator, all of such Originator’s right, title
and interest in and to all Receivables originated by such Originator existing as of the close of
business on the Business Day immediately prior to the date hereof and thereafter arising through
and including the Amortization Date, together with all Related Security relating thereto and all
Collections thereof; provided that Buyer shall be obligated to pay the Purchase Price therefor in
accordance with Section 1.2. In connection with the payment of the Purchase Price for any
Receivables purchased hereunder, Buyer may request that each Originator deliver, and each
Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may
reasonably request.



(b) It is the intention of the parties hereto that the Purchase of Receivables made hereunder
shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale is
absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables.
Except for the Purchase Price Credits owed to such Originator pursuant to Section 1.3, the sale of
Receivables hereunder is made without recourse to such Originator; provided, however, that (i) each
Originator shall be liable to Buyer for all representations, warranties and covenants made by such
Originator pursuant to the terms of the Transaction Documents to which such Originator is a party,
and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or
any assignee thereof of any obligation of such Originator or any other Person arising in connection
with the Receivables originated by such Originator, the related Contracts and/or other Related
Security or any other obligations of such Originator. In view of the intention of the parties
hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables
rather than loans secured thereby, each Originator agrees that it will, on or prior to the date
hereof and in accordance with Section 4.1(e)(ii), mark its master data processing records relating
to the Receivables originated by it with a legend acceptable to Buyer and to the Agent (as Buyer’s
assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and
to note in its financial statements that its Receivables have been sold to Buyer. Upon the request
of Buyer or the Agent (as Buyer’s assignee), each Originator will execute and file such financing
or continuation statements, or amendments thereto or assignments thereof, and such other
instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection
of Buyer’s ownership interest in the Receivables and the Related Security and Collections with
respect thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.



Section 1.2 Payment for the Purchase.



(a) The Purchase Price for each Receivable coming into existence on or after the Restatement
Date shall be due and owing in full by Buyer to the Originator of such Receivable or its designee
on the date each such Receivable comes into existence (except that Buyer may, with respect to any
such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to
Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator
in the manner provided in the following paragraphs (b), (c), (d) and (e).



(b) With respect to any Receivables coming into existence on or after the Restatement Date,
Buyer shall pay the Purchase Price therefor in the following manner:




(i) first, by delivery of immediately available funds, to the extent of funds available
to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the
benefit of the Purchasers under the Purchase Agreement or other cash on hand; and




(ii) second, the balance of such Purchase Price by delivery of the proceeds of a
Subordinated Loan, in an amount not to exceed the least of (A) the remaining unpaid portion
of such Purchase Price and (B) the maximum Subordinated Loan that could be borrowed without
rendering Buyer’s Net Worth less than the Required Capital Amount. Each Originator is
hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an
appropriate notation evidencing the date and amount of each advance thereunder, as well as
the date of each payment with respect thereto, provided that the failure to make such
notation shall not affect any obligation of Buyer thereunder.



Subject to the limitations set forth in Section 1.2(b)(ii), each Originator irrevocably agrees to
advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The
Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and
provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not
required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to,
the Purchasers.



(c) From and after the Amortization Date, no Originator shall be obligated to (but may, at its
option) sell Receivables to Buyer unless such Originator reasonably determines that the Purchase
Price therefor will be satisfied with funds available to Buyer from sales of interests in the
Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or
otherwise.



(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise
direct), the Collections received in respect of Receivables theretofore transferred by the
Originators to Buyer hereunder (“Applied Collections”), shall, on and as of the date of receipt
thereof, be (i) deemed applied toward the Purchase Price of any Receivables of the Originators
arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the
extent of any such Purchase Price, (ii) then, in respect of any balance remaining, deemed applied
toward the Purchase Price of any other Receivables of any of the Originators arising during such
Calculation Period and in respect of which the Purchase Price shall not theretofore have been paid,
to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held by or
for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price
for any Purchase occurring on any later date and (B) the next following Settlement Date, in which
case such amount shall be remitted to Buyer.



(e) Although the Purchase Price for each Receivable originated by an Originator shall be due
and payable in full by Buyer to such Originator on the date hereof (in the case of each Receivable
purchased on the date hereof) or on the date such Receivable came into existence (in the case of
each subsequent purchase), and payment of such Purchase Price shall be made from Applied
Collections, to the extent available, as provided in Section 1.2(d), final settlement of the
Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement
Dates with respect to all Receivables coming into existence during the same Calculation Period and
based on the information contained in the Monthly Report delivered by the Servicer pursuant to
Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On
each Monthly Settlement Date, Buyer and each Originator shall cause a reconciliation to be made in
respect of all Purchases that shall have been made during the Calculation Period then most recently
ended. To the extent that the aggregate amount of Applied Collections during such Calculation
Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by
Buyer from such Originator during such month, Buyer shall pay the balance due in respect of such
aggregate Purchase Price in the manner described in Section 1.2(b). To the extent that the
aggregate amount of Applied Collections with respect to such Originator during such Calculation
Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made
by Buyer from such Originator during such Calculation Period, such excess shall be applied to a
reduction in the outstanding balance of the Subordinated Loan owing by Buyer to such Originator in
an amount equal to such excess, and any remaining portion of such excess shall be retained by or
paid over to Buyer. Although settlement shall be effected on Settlement Dates, increases or
decreases in the amount owing under the Subordinated Loans made pursuant to Section 1.2(b) shall be
deemed to have occurred and shall be effective as of the last Business Day of the Calculation
Period to which such settlement relates.



(f) At all times prior to the Amortization Date, notwithstanding any delay in the making of
any payment of the Purchase Price in respect of any Purchase, all right, title and interest of each
Originator in and to each Receivable originated by it shall be sold, assigned and otherwise
transferred to Buyer effective immediately and automatically upon the creation of such Receivable,
without any further action of any type or kind being required on the part of any Person. The
monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for
the administrative convenience of the parties hereto. Buyer and each Originator may at any time,
as may be agreed between themselves, elect to effect settlement and reconciliation on a more (but
not less) frequent basis.



Section 1.3 Purchase Price Credit Adjustments. If on any day:



(a) the Outstanding Balance of a Receivable is:




(i) reduced as a result of any defective or rejected goods or services, any discount or
any adjustment or otherwise by the applicable Originator (other than cash Collections on
account of such Receivable),




(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person
(whether such claim arises out of the same or a related transaction or an unrelated
transaction), or



(b) any of the representations and warranties set forth in Article II were not true with
respect to any Receivable at the time of its sale hereunder,



then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against
the Purchase Price otherwise payable to the applicable Originator hereunder equal to (A) in the
case of any reduction, discount or adjustment pursuant to Section 1.3(a)(i) or any reduction (but
not cancellation) pursuant to Section 1.3(a)(ii), the amount of such reduction, discount or
adjustment, and (B) in all other circumstances set forth in Sections 1.3(a) or (b), the Outstanding
Balance of such Receivable. If such Purchase Price Credit exceeds the Original Balance of the
Receivables originated by the applicable Originator coming into existence on any day, then such
Originator shall pay the remaining amount of such Purchase Price Credit in cash not later than the
next Monthly Settlement Date, provided that if the Amortization Date has not occurred, such
Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any
indebtedness owed to it under its Subordinated Note.



Section 1.4 Payments and Computations, Etc. All amounts to be paid or deposited by Buyer
hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in
immediately available funds to the account of each Originator designated from time to time by such
Originator or as otherwise directed by such Originator. In the event that any payment owed by any
Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made
on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due,
such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full;
provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by
applicable law. All computations of interest payable hereunder shall be made on the basis of a
year of 360 days for the actual number of days (including the first but excluding the last day)
elapsed.



Section 1.5 Transfer of Records.



(a) In connection with the Purchase of Receivables hereunder, each Originator hereby sells,
transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and
interest in the Records relating to all Receivables sold hereunder, without the need for any
further documentation in connection with the Purchase. In connection with such transfer, each
Originator hereby grants to each of Buyer, the Agent and the Servicer an irrevocable, non-exclusive
license to use, without royalty or payment of any kind, all software used by such Originator to
account for the Receivables, to the extent necessary to administer the Receivables, whether such
software is owned by such Originator or is owned by others and used by such Originator under
license agreements with respect thereto, provided that should the consent of any licensor of such
software to such grant of the license described herein be required, such Originator hereby agrees
that upon the request of Buyer (or the Agent as Buyer’s assignee), such Originator will use its
reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby
shall be irrevocable, and shall terminate on the date that the Aggregate Unpaids have been repaid
in full and this Agreement terminates in accordance with its terms.



(b) Each Originator (i) shall take such action requested by Buyer and/or the Agent (as Buyer’s
assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer
and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records
relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its
reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right
(whether by license or sublicense or otherwise) to use all of the computer software used to account
for the Receivables and/or to recreate such Records.



Section 1.6 Characterization. If, notwithstanding the intention of the parties expressed in
Section 1.1(b), any sale by an Originator to Buyer of Receivables hereunder shall be characterized
as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable
(any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to
constitute a security agreement under the UCC and other applicable law. For this purpose and
without being in derogation of the parties’ intention that the sale of Receivables hereunder shall
constitute a true sale thereof, each Originator hereby grants to Buyer a duly perfected security
interest in all of such Originator’s right, title and interest in, to and under all Receivables now
existing and hereafter arising, all Collections, Related Security and Records with respect thereto,
all other rights and payments relating to the Receivables, each Lock-Box and Collection Account,
all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter
acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and
complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the
Receivables generated by such Originator together with all of the other obligations of such
Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto.
After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns
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 the case of any
Recharacterization, each of Originator and Buyer represents and warrants as to itself that each
remittance of Collections by Originator to Buyer hereunder will have been (i) in payment of a debt
incurred by Originator in the ordinary course of business or financial affairs of Originator and
Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and
Buyer.



ARTICLE II

REPRESENTATIONS AND WARRANTIES




Section 2.1 Representations and Warranties of Originators. On the date of the initial
Purchase and on each subsequent date that any Receivable is originated by such Originator, each
Originator hereby represents and warrants to Buyer as to such Originator and the Receivables then
being transferred by such Originator to Buyer hereunder that:



(a) Corporate Existence and Power. Such Originator is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation, and is duly qualified
to do business and is in good standing as a foreign corporation in each jurisdiction in its which
its business is conducted except where the failure to so qualify could not reasonably be expected
to have a Material Adverse Effect, and has and holds all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its business in each
jurisdiction in which its business is conducted (collectively, “Approvals”) other than such
Approvals the failure of which to obtain could not reasonably be expected to have a Material
Adverse Effect.



(b) Power and Authority; Due Authorization Execution and Delivery. The execution and delivery
by such Originator of this Agreement and each other Transaction Document to which it is a party,
and the performance of its obligations hereunder and thereunder and, such Originator’s use of the
proceeds of the Purchase made hereunder, are within its corporate powers and authority and have
been duly authorized by all necessary corporate action on its part. This Agreement and each other
Transaction Document to which such Originator is a party has been duly executed and delivered by
such Originator.



(c) No Conflict. The execution and delivery by such Originator of this Agreement and each
other Transaction Document to which it is a party, and the performance of its obligations hereunder
and thereunder do not contravene or violate (i) its certificate or articles of incorporation or
by-laws (or equivalent organizational documents), (ii) any law, rule or regulation applicable to
it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by
which it or any of its property is bound that is material to the operation of its business, or (iv)
any order, writ, judgment, award, injunction or decree binding on or affecting it or its property,
and do not result in the creation or imposition of any Adverse Claim on assets of such Originator
or its Subsidiaries (except as created hereunder); and no transaction contemplated hereby requires
compliance with any bulk sales act or similar law.



(d) Governmental Authorization. Other than the filing of the financing statements required
hereunder and as set forth on Schedule 2.1(d), no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is required for the due
execution and delivery by such Originator of this Agreement and each other Transaction Document to
which it is a party and the performance of its obligations hereunder and thereunder.



(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of
such Originator’s knowledge, threatened, against or affecting such Originator, or any of its
properties, in or before any court, arbitrator or other body, that could reasonably be expected to
have a Material Adverse Effect. Such Originator is not in default with respect to any order of any
court, arbitrator or governmental body.



(f) Binding Effect. This Agreement and each other Transaction Document to which such
Originator is a party constitute the legal, valid and binding obligations of such Originator
enforceable against such Originator in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).



(g) Accuracy of Information. All information heretofore furnished by such Originator or any
of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement,
any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and
all such information hereafter furnished by such Originator or any of its Affiliates to Buyer (or
its assigns) will be, true and accurate in every material respect on the date such information is
stated or certified and does not and will not, at the time the same is so furnished, be otherwise
misleading in light of the circumstances under which such information was furnished; provided, that
any such information constituting projections or pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by the party providing the
same to be reasonable at the time made, it being recognized by the Buyer that such projections as
to future events are not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ from the projected results.



(h) Use of Proceeds. No proceeds of any Purchase Price payment to such Originator hereunder
will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X
promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to
acquire any security in any transaction which is subject to Section 13 or 14 of the Securities
Exchange Act of 1934, as amended.



(i) Good Title. Immediately prior to each purchase of a Receivable hereunder from such
Originator, such Originator shall be the legal and beneficial owner of each such Receivable and
Related Security with respect thereto, free and clear of any Adverse Claim, except as created by
the Transaction Documents. There have been duly filed all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect such Originator’s ownership interest in each Receivable, its Collections
and the Related Security.



(j) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from such
Originator) legal and equitable title to, with the right to sell and encumber each Receivable
existing and hereafter arising, together with the Related Security and Collections with respect
thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents.
There have been duly filed all financing statements or other similar instruments or documents
necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s
ownership interest in the Receivables, the Related Security and the Collections.



(k) Places of Business. The principal places of business and chief executive office of such
Originator and the offices where it keeps all of its Records are located at the address(es) listed
on Exhibit II or such other locations of which Buyer has been notified in accordance with Section
4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed.
Insight Direct is an Illinois corporation. Insight Public is an Illinois corporation. The Federal
Employer Identification Number and organizational identification number of each Originator is
correctly set forth on Exhibit II.



(l) Collections. The conditions and requirements set forth in Section 4.1(j) have at all
times been satisfied and duly performed. The names and addresses of all Collection Banks, together
with the account numbers of the Collection Accounts of such Originator at each Collection Bank and
the post office box number of each Lock-Box, are listed on Exhibit III.



(m) Material Adverse Effect. Since June 30, 2002, no event has occurred that could reasonably
be expected to have a Material Adverse Effect.



(n) Names. In the past five (5) years, such Originator has not used any corporate names,
trade names or assumed names other than the name in which it has executed this Agreement, other
than as listed on Exhibit II.



(o) Ownership of Buyer. Insight Receivables Holding, LLC, an Illinois limited liability
company owns, directly or indirectly, 100% of the issued and outstanding membership interests of
Buyer, free and clear of any Adverse Claim other than the Adverse Claim in favor of (i) the
Administrative Agent as contemplated by the Credit Agreement and (ii) the Floorplan Collateral
Agent as contemplated by the Floorplan Credit Agreement. Such membership interests are validly
issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire
equity securities of Buyer.



(p) Not an Investment Company. Such Originator is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or any successor statute.



(q) Compliance with Law. Except where the failure of such Originator to comply with any
applicable laws, rules or regulations could not reasonably be expected to have a Material Adverse
Effect, such Originator has complied in all respects with all applicable laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be subject. Each
Receivable, together with the Contract related thereto, does not contravene any laws, rules or
regulations applicable thereto (including, without limitation, laws, rules and regulations relating
to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair
debt collection practices and privacy), and no part of such Contract is in violation of any such
law, rule or regulation.



(r) Compliance with Credit and Collection Policy. Such Originator has complied in all
material respects with the Credit and Collection Policy with regard to each Receivable and the
related Contract, and has not made any change to such Credit and Collection Policy except such
material change as to which Buyer (or its assigns) has been notified in accordance with Section
4.1(a)(vii).



(s) Payments to Originator. With respect to each Receivable transferred to Buyer hereunder,
the Purchase Price received by such Originator constitutes reasonably equivalent value in
consideration therefor and such transfer was not made for or on account of an antecedent debt. No
transfer by such Originator of any Receivable hereunder is or may be voidable under any section of
the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.



(t) Enforceability of Contracts. Each Contract with respect to each Receivable is effective
to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the
Outstanding Balance of the Receivable created thereunder and any accrued interest thereon,
enforceable against the Obligor in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).



(u) Eligible Receivables. Each Receivable included in the Net Receivables Balance as an
Eligible Receivable on the date of its purchase hereunder was an Eligible Receivable on such date.



(v) Accounting. The manner in which such Originator accounts for the transactions
contemplated by this Agreement does not jeopardize the characterization of the transactions
contemplated herein as being true sales.



(w) OFAC. No Originator (i) is an “enemy” or an “ally of the enemy” within the meaning of
Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), as
amended, (ii) is in violation of (A) the Trading with the Enemy Act, as amended, (B) any of the
foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto or (C) the
PATRIOT Act, (iii) is a Sanctioned Person or Sanctioned Country, (ii) has its assets located in
Sanctioned Countries, or (iii) derives income from investments in, or transactions with, Sanctioned
Persons or Sanctioned Countries. No part of the proceeds of any of the purchases made hereunder
will be used directly or indirectly to fund any operations in, finance any investments or
activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.



ARTICLE III

CONDITIONS OF PURCHASE




Section 3.1 Conditions Precedent to Initial Purchase. The initial Purchase under this
Agreement on the Restatement Date is subject to the conditions precedent that (a) Buyer shall have
received on or before the date of such purchase those documents listed on Schedule A and (b) all of
the conditions to Amendment No. 1 to the Purchase Agreement shall have been satisfied or waived in
accordance with the terms thereof.



Section 3.2 Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for
Receivables coming into existence after the Restatement Date shall be subject to the further
conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer
(or its assigns) shall have received such other approvals, opinions or documents as it may
reasonably request. Each Originator represents and warrants that the representations and
warranties set forth in Article II are true and correct on and as of the date each Receivable came
into existence as though made on and as of such date (or to the extent such representations and
warranties specifically relate to an earlier date, then such representations and warranties were
true, correct and complete in all material respects as of such earlier date); provided, however,
that notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any
Receivable (whether by payment of cash, through an increase in the amounts outstanding under the
Subordinated Note, by offset of amounts owed to Buyer and/or by capital contributions), title to
such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer,
whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in
fact satisfied. The failure of any Originator to satisfy any of the foregoing conditions
precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct
such Originator to pay to Buyer an amount equal to the Purchase Price payment that shall have been
made with respect to any Receivables related thereto.



ARTICLE IV

COVENANTS




Section 4.1 Affirmative Covenants of Originators. Until the date on which this Agreement
terminates in accordance with its terms, each Originator hereby covenants as set forth below:



(a) Financial Reporting. Such Originator will maintain, for itself and each of its
Subsidiaries, a system of accounting established and administered in accordance with generally
accepted accounting principles, and furnish to Buyer (or its assigns):




(i) Annual Reporting. Within 90 days after the close of each of its respective fiscal
years, audited, consolidated financial statements (which shall include balance sheets,
statements of income and retained earnings and a statement of cash flows) for such
Originator and its consolidated subsidiaries for such fiscal year certified by KPMG or other
independent public accountants of nationally recognized standing.




(ii) Quarterly Reporting. Within 45 days after the close of the first three (3)
quarterly periods of each of its respective fiscal years, consolidated balance sheets of
such Originator and its consolidated subsidiaries as at the close of each such period and
consolidated statements of income and retained earnings and a statement of cash flows for
such Persons for the period from the beginning of such fiscal year to the end of such
quarter, all certified by its chief financial officer.




(iii) Compliance Certificate. Together with the financial statements required
hereunder, a compliance certificate in substantially the form of Exhibit IV signed by such
Originator’s Authorized Officer and dated the date of such annual financial statement or
such quarterly financial statement, as the case may be.




(iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the
shareholders of such Originator copies of all financial statements, reports and proxy
statements so furnished.




(v) S.E.C. Filings. Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which such Originator or
any of its Subsidiaries files with the Securities and Exchange Commission.




(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent,
financial statements, certification, report or other communication under or in connection
with any Transaction Document from any Person other than Buyer, the Agent or any Purchaser,
copies of the same.




(vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the
effectiveness of any material change in or material amendment to the Credit and Collection
Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating
such change or amendment.




(viii) Other Information. Promptly, from time to time, such other information,
documents, records or reports relating to the Receivables or the condition or operations,
financial or otherwise, of such Originator as Buyer (or its assigns) may from time to time
reasonably request in order to protect the interests of Buyer (and its assigns) under or as
contemplated by this Agreement.



(b) Notices. Such Originator will notify the Buyer (or its assigns) in writing of any of the
following promptly upon learning of the occurrence thereof, describing the same and, if applicable,
the steps being taken with respect thereto:




(i) Amortization Events or Potential Amortization Events. The occurrence of each
Amortization Event and each Potential Amortization Event, by a statement of an Authorized
Officer of such Originator.




(ii) Judgment and Proceedings. (1) The entry of any judgment or decree against such
Originator or any of its Subsidiaries if the aggregate amount of all judgments and decrees
then outstanding against such Originator and its Subsidiaries exceeds $5,000,000, or (2) the
institution of any litigation, arbitration proceeding or governmental proceeding against
such Originator which, if determined adversely to such Originator, could reasonably be
expected to have a Material Adverse Effect.




(iii) Material Adverse Effect. The occurrence of any event or condition that has, or
could reasonably be expected to have, a Material Adverse Effect.




(iv) Defaults Under Other Agreements. The occurrence of a default or an event of
default under any other financing arrangement pursuant to which such Originator is a debtor
or an obligor.



(c) Compliance with Laws and Preservation of Corporate Existence. Such Originator will comply
in all respects with (i) all applicable laws, rules and regulations to which it may be subject
except (A) where the necessity of compliance therewith is contested in good faith by appropriate
proceedings and (B) where the failure to comply could not reasonably be expected to have a Material
Adverse Effect, and (ii) all applicable orders, writs, judgments, injunctions, decrees or awards to
which it may be subject which have not been stayed by appropriate proceedings. Such Originator
will preserve and maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign
corporation in each jurisdiction where its business is conducted, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect.



(d) Audits. Such Originator will furnish to Buyer (or its assigns) from time to time such
information with respect to it and the Receivables as Buyer (or its assigns) may reasonably
request. Such Originator will, from time to time during regular business hours as requested by
Buyer (or its assigns), upon reasonable notice and at the sole cost of such Originator, permit
Buyer (or its assigns) or their respective agents or representatives (and shall cause each
Originator to permit Buyer (or its assigns) or their respective agents or representatives), (i) to
examine and make copies of and abstracts from all Records in the possession or under the control of
such Person relating to the Receivables and the Related Security, including, without limitation,
the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose
of examining such materials described in clause (i) above, and to discuss matters relating to such
Person’s financial condition or the Receivables and the Related Security or such Person’s
performance under any of the Transaction Documents or such Person’s performance under the Contracts
and, in each case, with any of the officers or employees of such Person having knowledge of such
matters.



(e) Keeping and Marking of Records and Books.




(i) Such Originator will maintain and implement administrative and operating procedures
as such Originator shall deem appropriate in its good faith business judgment (including,
without limitation, an ability to recreate records evidencing Receivables in the event of
the destruction of the originals thereof), and keep and maintain all documents, books,
records and other information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the immediate
identification of each new Receivable and all Collections of and adjustments to each
existing Receivable).




(ii) Such Originator will (A) on or prior to the date hereof, mark its master data
processing records and other books and records relating to the Receivables with a legend,
acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the
Receivables and further describing the Purchaser Interests of the Agent (on behalf of the
Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or its assigns),
(x) mark each Contract with a legend describing Buyer’s ownership interests in the
Receivables and further describing the Purchaser Interests of the Agent (on behalf of the
Purchasers) and (y) deliver to Buyer (or its assigns) all Contracts (including, without
limitation, all multiple originals of any such Contract) relating to the Receivables.



(f) Compliance with Contracts and Credit and Collection Policy. Such Originator will timely
and fully (i) perform and comply with all provisions, covenants and other promises required to be
observed by it under the Contracts related to the Receivables, and (ii) comply in all material
respects with the Credit and Collection Policy in regard to each Receivable and the related
Contract.



(g) Ownership. Such Originator will take all necessary action to establish and maintain,
irrevocably in Buyer, legal and equitable title to the Receivables, the Related Security and the
Collections, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and
its assigns) (including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and
such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its
assigns) may reasonably request).



(h) Purchasers’ Reliance. Such Originator acknowledges that the Agent and the Purchasers are
entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s
identity as a legal entity that is separate from Insight Enterprises, Inc. and any Affiliates
thereof, including each of the Originators (each an “Insight Entity”). Therefore, from and after
the date of execution and delivery of this Agreement, such Originator will take all reasonable
steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to
time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it
manifest to third parties that Buyer is an entity with assets and liabilities distinct from those
of such Insight Entity and not just a division of an Insight Entity. Without limiting the
generality of the foregoing and in addition to the other covenants set forth herein, such
Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor
purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions
necessary on its part to ensure that Buyer is at all times in compliance with the covenants set
forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising
in connection with the transactions contemplated herein or otherwise to be allocated between such
Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set
forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.



(i) Collections. Except as may be required under Section 8.2(b) of the Purchase Agreement,
such Originator will cause (1) all proceeds from all Lock-Boxes (other than collections with
respect to Excluded Receivables, which Insight Direct will cause to be directly deposited into a
separate account of Insight Direct) to be directly deposited by a Collection Bank into a Collection
Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection
Account Agreement that is in full force and effect. In the event any payments relating to
Receivables are remitted directly to such Originator or any Affiliate of such Originator, such
Originator will remit (or will cause all such payments to be remitted) directly to a Collection
Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof
and, at all times prior to such remittance, such Originator will itself hold or, if applicable,
will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns.
Such Originator will transfer exclusive ownership, dominion and control of each Lock-Box and
Collection Account to Buyer, and will not grant the right to take dominion and control of any
Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any
Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Purchase
Agreement.



(j) Taxes. Such Originator will file all tax returns and reports required by law to be filed
by it and promptly pay all taxes and governmental charges at any time owing except for taxes being
diligently contested in good faith and for which adequate reserves have been established. Such
Originator will pay when due any taxes payable in connection with the Receivables, exclusive of
taxes on or measured by income or gross receipts of Buyer and its assigns.



Section 4.2 Negative Covenants of Originators. Until the date on which this Agreement
terminates in accordance with its terms, each Originator hereby covenants that:



(a) Name Change, Offices and Records. Such Originator will not change its name, identity or
corporate structure (within the meaning of Section 9-507 of the UCC) or jurisdiction of
organization or relocate its chief executive office or any office where Records are kept unless it
shall have: (i) given Buyer (or its assigns) at least thirty (30) days’ prior written notice
thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and
other documents requested by Buyer (or its assigns) in connection with such change or relocation.



(b) Change in Payment Instructions to Obligors. Such Originator will not add or terminate any
bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to
be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received,
at least ten (10) days before the proposed effective date therefor, (i) written notice of such
addition, termination or change and (ii) with respect to the addition of a Collection Bank or a
Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new
Collection Account or Lock-Box; provided, however, that such Originator may make changes in
instructions to Obligors regarding payments if such new instructions require such Obligor to make
payments to another existing Collection Account.



(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not
make any change to the Credit and Collection Policy that could adversely affect the collectibility
of the Receivables or decrease the credit quality of any newly created Receivables without the
Buyer’s prior written consent. Such Originator will not, and will not permit any Originator to,
extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other
than in accordance with the Credit and Collection Policy except for such modifications such
Originator shall deem appropriate in its good faith business judgment and which could not
reasonably be expected to have a Material Adverse Effect.



(d) Sales, Liens. Such Originator will not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse
Claim upon (including, without limitation, the filing of any financing statement) or with respect
to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under
which any Receivable arises (other than rights to payments and related proceeds under any Contract,
which rights have been sold to a Contract Payment Purchaser in connection with a Contract Payment
Sale transaction), or any Lock-Box or Collection Account, or assign any right to receive income
with respect thereto (other than, in each case, the creation of the interests therein in favor of
Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer
in, to and under any of the foregoing property, against all claims of third parties claiming
through or under such Originator. Such Originator shall not create or suffer to exist any
mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any
of its inventory except as contemplated by the Intercreditor Agreement, unless agreed to in advance
in writing by Buyer (and its assigns).



(e) Accounting for Purchase. Such Originator will not, and will not permit any Affiliate to,
account for or treat (whether in financial statements or otherwise) the transactions contemplated
hereby in any manner other than the sale of the Receivables and the Related Security by such
Originator to Buyer or in any other respect account for or treat the transactions contemplated
hereby in any manner other than as a sale of the Receivables and the Related Security by such
Originator to Buyer except to the extent that such transactions are not recognized on account of
consolidated financial reporting in accordance with generally accepted accounting principles.



ARTICLE V

AMORTIZATION EVENTS




Section 5.1 Amortization Events. The occurrence of any one or more of the following events
shall constitute an Amortization Event:



(a) Any Originator shall fail (i) to make any payment or deposit required hereunder when due,
or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to
in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and
such failure shall continue for three (3) consecutive Business Days after such Originator has
notice thereof.



(b) Any representation, warranty, certification or statement made by any Originator in this
Agreement, any other Transaction Document or in any other document delivered pursuant hereto or
thereto shall prove to have been incorrect in any material respect when made or deemed made.



(c) Failure of any Originator to pay any “Specified Indebtedness” when due; or the default by
any Originator in the performance of any term, provision or condition contained in any agreement
under which any Specified Indebtedness was created or is governed, the effect of which is to cause,
or to permit the holder or holders of such Specified Indebtedness to cause, such Specified
Indebtedness to become due prior to its stated maturity; or any Specified Indebtedness of any
Originator shall be declared to be due and payable or required to be prepaid (other than by a
regularly scheduled payment) prior to the date of maturity thereof. “Specified Indebtedness” means
Indebtedness which, individually or in the aggregate with other Indebtedness, has an aggregate
principal amount or face value in excess of $5,000,000.



(d) (i) Any Originator or any of its Subsidiaries shall generally not pay its debts as such
debts become due or shall admit in writing its inability to pay its debts generally or shall make a
general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or
against any Originator or any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its property and, in the case
of any such proceeding instituted against such Originator, either such proceeding shall remain
undismissed or unstayed for a period of sixty (60) days or any of the relief sought in such
proceedings shall be granted or (iii) any Originator or any of its Subsidiaries shall take any
corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of
this subsection (d).



(e) A Change of Control shall occur.



(f) One or more final judgments for the payment of money in an amount in excess of
$10,000,000, individually or in the aggregate, shall be entered against any Originator on claims
not covered by insurance or as to which the insurance carrier has denied its responsibility, and
such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a
stay of execution.



Section 5.2 Remedies. Upon the occurrence and during the continuation of an Amortization
Event, Buyer may take any of the following actions: (i) declare the Amortization Date to have
occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further
notice of any kind, all of which are hereby expressly waived by each Originator; provided, however,
that upon the occurrence of Amortization Event described in Section 5.1(d), or of an actual or
deemed entry of an order for relief with respect to any Originator under the Federal Bankruptcy
Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any
kind, all of which are hereby expressly waived by each Originator and (ii) to the fullest extent
permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts
then due and owing to Buyer by any Originator. The aforementioned rights and remedies shall be in
addition to all other rights and remedies of Buyer and its assigns available under this Agreement,
by operation of law, at equity or otherwise, all of which are hereby expressly preserved,
including, without limitation, all rights and remedies provided under the UCC, all of which rights
shall be cumulative.



ARTICLE VI

INDEMNIFICATION




Section 6.1 Indemnities by Originators. Without limiting any other rights that Buyer may have
hereunder or under applicable law, each Originator hereby agrees to indemnify Buyer and its
assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against
any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts
payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and
disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”)
awarded against or incurred by any of them arising out of or as a result of this Agreement or the
acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding,
however:




(i) Indemnified Amounts to the extent a final judgment of a court of competent
jurisdiction holds that such Indemnified Amounts resulted from bad faith, gross negligence
or willful misconduct on the part of the Indemnified Party seeking indemnification;




(ii) Indemnified Amounts to the extent the same includes losses in respect of
Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor; or




(iii) taxes imposed by the United States or the jurisdiction in which such Indemnified
Party’s principal executive office is located, on or measured by the overall net income of
such Indemnified Party to the extent that the computation of such taxes is consistent with
the Intended Characterization;



provided, however, that nothing contained in this sentence shall limit the liability of such
Originator or limit the recourse of Buyer to such Originator for amounts otherwise specifically
provided to be paid by such Originator under the terms of this Agreement. Without limiting the
generality of the foregoing indemnification, such Originator shall indemnify Buyer for Indemnified
Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless
of whether reimbursement therefor would constitute recourse to such Originator) relating to or
resulting from:




(A) any representation or warranty made by such Originator (or any officers of
any such Originator) under or in connection with this Agreement, any other
Transaction Document or any other information or report delivered by any such Person
pursuant hereto or thereto, which shall have been false or incorrect when made or
deemed made;




(B) the failure by such Originator to comply with any applicable law, rule or
regulation with respect to any Receivable or Contract related thereto, or the
nonconformity of any Receivable or Contract included therein with any such
applicable law, rule or regulation or any failure of such Originator to keep or
perform any of its obligations, express or implied, with respect to any Contract;




(C) any failure of such Originator to perform its duties, covenants or other
obligations in accordance with the provisions of this Agreement or any other
Transaction Document;




(D) any products liability, personal liability or damage suit, or similar claim
arising out of or in connection with merchandise, insurance or services that are the
subject of any Contract or any Receivable;




(E) any dispute, claim, offset or defense (other than discharge in bankruptcy
of an Obligor) of an Obligor to the payment of any Receivable (including, without
limitation, a defense based on such Receivable or the related Contract 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 service related to such Receivable or the furnishing or failure to
furnish such merchandise or services;




(F) the commingling of Collections of Receivables at any time with other funds;




(G) any investigation, litigation or proceeding related to or arising from this
Agreement or any other Transaction Document, the transactions contemplated hereby,
the use of the proceeds of the Purchase, the ownership of the Receivables or any
other investigation, litigation or proceeding relating to such Originator in which
any Indemnified Party becomes involved as a result of any of the transactions
contemplated hereby;




(H) any inability to litigate any claim against any Obligor in respect of any
Receivable as a result of such Obligor being immune from civil and commercial law
and suit on the grounds of sovereignty or otherwise from any legal action, suit or
proceeding;




(I) any Amortization Event described in Section 5.1(d);




(J) any failure to vest and maintain vested in Buyer, or to transfer to Buyer,
legal and equitable title to, and ownership of, the Receivables, the Related
Security and the Collections, free and clear of any Adverse Claim;




(K) the failure to have filed, or any delay in filing, financing statements or
other similar instruments or documents under the UCC of any applicable jurisdiction
or other applicable laws with respect to any Receivable, the Related Security and
Collections with respect thereto, and the proceeds of any thereof, whether at the
time of the Purchase or at any subsequent time;




(L) any action or omission by such Originator which reduces or impairs the
rights of Buyer with respect to any Receivable or the value of any such Receivable;
and




(M) any attempt by any Person to void any Purchase hereunder under statutory
provisions or common law or equitable action.



Section 6.2 Other Costs and Expenses. The Originators, jointly and severally, shall pay to
Buyer all reasonable costs and out-of-pocket expenses in connection with the preparation,
execution, delivery, amendment and administration of this Agreement, the transactions contemplated
hereby and the other documents to be delivered hereunder. The Originators, jointly and severally,
shall pay to Buyer any and all reasonable costs and expenses of Buyer, if any, including reasonable
counsel fees and expenses in connection with the enforcement of this Agreement and the other
documents delivered hereunder and in connection with any restructuring or workout of this Agreement
or such documents, or the administration of this Agreement following an Amortization Event.



ARTICLE VII

MISCELLANEOUS




Section 7.1 Waivers and Amendments.



(a) No failure or delay on the part of Buyer (or its assigns) in exercising any power, right
or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other further exercise thereof or the
exercise of any other power, right or remedy. The rights and remedies herein provided shall be
cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this
Agreement shall be effective only in the specific instance and for the specific purpose for which
given.



(b) No provision of this Agreement may be amended, supplemented, modified or waived except in
writing signed by each Originator and Buyer and, to the extent required under the Purchase
Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.



Section 7.2 Notices. All communications and notices provided for hereunder shall be in
writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to the other parties hereto at their respective addresses or telecopy numbers set
forth on the signature pages hereof or at such other address or telecopy number as such Person may
hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice
or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii)
if given by mail, three (3) Business Days after the time such communication is deposited in the
mail with first class postage prepaid or (iii) if given by any other means, when received at the
address specified in this Section 7.2.



Section 7.3 Protection of Ownership Interests of Buyer.



(a) Each Originator agrees that from time to time, at its expense, it will promptly execute
and deliver all instruments and documents, and take all actions, that may be necessary or
desirable, or that Buyer (or its assigns) may request, to perfect, protect or more fully evidence
the interests of the Buyer hereunder and the Purchaser Interests under the Purchase Agreement, or
to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Upon
the occurrence and during the continuation of an Amortization Event, Buyer (or its assigns) may, at
such Originator’s sole cost and expense, direct such Originator to notify the Obligors of
Receivables of the ownership interests of Buyer under this Agreement and may also direct that
payments of all amounts due or that become due under any or all Receivables be made directly to
Buyer or its designee.



(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its
assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and
Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by
such Originator as provided in Section 6.2. Each Originator irrevocably authorizes Buyer (and its
assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and
appoints Buyer (and its assigns) as its attorney(ies)-in-fact, to act on behalf of such Originator
(i) to file financing statements identifying such Originator as debtor or seller necessary or
desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection
and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or
other reproduction of this Agreement or any financing statement with respect to the Receivables as
a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem
necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests
in the Receivables. This appointment is coupled with an interest and is irrevocable.



Section 7.4 Confidentiality.



(a) Each Originator shall maintain and shall cause each of its employees and officers to
maintain the confidentiality of this Agreement and the other confidential proprietary information
with respect to the Agent and the Purchasers and their respective businesses obtained by it or them
in connection with the structuring, negotiating and execution of the transactions contemplated
herein, except that such Originator and its officers and employees may disclose such information to
such Originator’s external accountants and attorneys and as required by any applicable law or order
of any judicial or administrative proceeding (including, without limitation, filings required to be
made with the Securities and Exchange Commission and disclosures required to be made to regulators
and investors). Anything herein to the contrary notwithstanding, each Originator, each Seller
Party, each Purchaser, the Agent, each Indemnified Party and any successor or assign of any of the
foregoing (and each employee, representative or other agent of any of the foregoing) may disclose
to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” (in
each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated herein and all materials of any kind (including opinions or other tax analyses) that
are or have been provided to any of the foregoing relating to such tax treatment or tax structure,
and it is hereby confirmed that each of the foregoing have been so authorized since the
commencement of discussions regarding the transactions.



(b) Anything herein to the contrary notwithstanding, each Originator hereby consents to the
disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent or the
Purchasers by each other, or (ii) by Buyer, the Agent or the Purchasers to any prospective or
actual assignee or participant of any of them, and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing. In addition, the Purchasers and the Agent may
disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request
or order of any judicial, administrative or regulatory authority or proceedings (whether or not
having the force or effect of law).



Section 7.5 USA PATRIOT Act. Each of the Originators is hereby notified that pursuant to the
requirements of the PATRIOT Act, the Agent and each Purchaser is required to obtain, verify and
record information that identifies such Originator, which information includes the name and address
of such Originator and other information that will allow the Agent or such Purchaser to identify
such Originator in accordance with the PATRIOT Act.



Section 7.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF ILLINOIS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS SECTION 105/5-1
ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE PURCHASERS’ SECURITY INTEREST IN THE PURCHASER INTERESTS IS GOVERNED BY THE LAW
OF ANOTHER STATE, AS REQUIRED BY THE LAWS OF THE STATE OF ILLINOIS.



Section 7.7 CONSENT TO JURISDICTION. EACH ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO,
ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT
EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH ORIGINATOR HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ANY
ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY ORIGINATOR
AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE OF ANY SUCH PARTIES INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR
ANY DOCUMENT EXECUTED BY SUCH ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A
UNITED STATES FEDERAL COURT OR AN ILLINOIS STATE COURT SETTING IN CHICAGO, ILLINOIS.



Section 7.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY
DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



Section 7.9 Integration; Binding Effect; Survival of Terms.



(a) This Agreement, the Subordinated Notes and each Collection Account Agreement contain the
final and complete integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the parties hereto with
respect to the subject matter hereof superseding all prior oral or written understandings.



(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy). 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 terminated in accordance
with its terms; provided, however, that the rights and remedies with respect to (i) any breach of
any representation and warranty made by an Originator pursuant to Article II, (ii) the
indemnification and payment provisions of Article VI, and Section 7.5 shall be continuing and shall
survive any termination of this Agreement.



Section 7.10 Counterparts; Severability; Section References. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all
references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections
of, and schedules and exhibits to, this Agreement.



Section 7.11 Amendment and Restatement. Upon the satisfaction of the conditions precedent set
forth in Section 3.1, (a) this Agreement shall amend and restate in its entirety the Original
Receivables Sale Agreement but shall not constitute a novation thereof, and (b) each reference to
the Original Receivables Sale Agreement in the Transaction Documents, the Purchase Agreement and
any other document, instrument or agreement delivered in connection therewith shall mean and be a
reference to this Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.




INSIGHT DIRECT USA, INC., as an Originator




By:

Name:

Title:




Address: c/o Insight Enterprises, Inc.




6820 S. Harl Avenue


Tempe, Arizona 85283




	 	 	 	Attention: General Counsel and Chief Financial
Officer





Fax: (480) 760-7162 and (480) 760-7003




INSIGHT PUBLIC SECTOR, INC., as an Originator




By:

Name:

Title:




Address: c/o Insight Enterprises, Inc.




6820 S. Harl Avenue


Tempe, Arizona 85283




	 	 	 	Attention: General Counsel and Chief Financial
Officer





Fax: (480) 760-7162 and (480) 760-7003



9




INSIGHT RECEIVABLES, LLC, as Buyer




By: Insight Receivables Holding, LLC, its sole
member




By:

Name:

Title:




Address: 444 Scott Drive




Bloomingdale, IL 60108


(Thru 2014)




2250 Pinehurst Boulevard, Suite 200


Addison, IL 60101


(After 2014)



	 	 	 	 	 
	Copy to:
	 	Insight Receivables, LLC
	 
	 	6820 South Harl Avenue
	 
	 	Tempe, AZ  85283
	Fax:
	 	 	(480) 760-7287	 






10




	 	 	 	 	 
	CONSENTED TO:
	 	 	 	 
	BANK ONE, NA (MAIN OFFICE CHICAGO),
as Agent
By:
	 	 	 	 






Name:


Title:



Exhibit I




Definitions




This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the
Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this
Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a
capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not
otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto
in Exhibit I to the Purchase Agreement.



“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.



“Agreement” means the Amended and Restated Receivables Sale Agreement, dated as of September
3, 2003, among the Originators and Buyer, as the same may be amended, restated or otherwise
modified.



“Amortization Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the
Business Day immediately prior to the occurrence of an Amortization Event set forth in Section
5.1(d), (iii) the Business Day specified in a written notice from Buyer to the Originators
following the occurrence of any other Amortization Event, and (iv) the date which is 30 days after
Buyer’s receipt of written notice from an Originator that it wishes to terminate the facility
evidenced by this Agreement.



“Amortization Event” has the meaning set forth in Section 5.1 of the Agreement.



“Approvals” has the meaning set forth in Section 2.1(a) of the Agreement.



“Authorized Officer” means, with respect to an Originator, each of its Treasurer, the Senior
Vice President of Insight Direct Worldwide, Inc. or the Senior Vice President of Finance of Insight
Enterprises, Inc.



“Base Rate” means a rate per annum equal to the prime rate of interest announced by Bank One,
NA (Main Office Chicago) or its parent from time to time (which is not necessarily the lowest rate
charged to any customer), changing when and as such rate changes.



“Business Day” means any day on which banks are not authorized or required to close in New
York, New York, Phoenix, Arizona or Chicago, Illinois and The Depository Trust Company of New York
is open for business.



“Buyer” has the meaning set forth in the preamble to the Agreement.



“Calculation Period” means, with respect to each Originator, each “Fiscal Month” (as defined
in the Purchase Agreement) or portion thereof of such Originator which elapses during the term of
the Original Receivables Sale Agreement or the Agreement. The final Calculation Period shall
terminate on the Amortization Date.



“Change of Control” means 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 50% or more of the outstanding shares of
voting stock of any Originator.



“Contract Payment Purchaser” has the meaning set forth in the definition of “Contract Payment
Sale”.



“Contract Payment Sale” means a transaction in which a Loan Party enters into a lease, managed
services arrangement or software licensing agreement with a U.S. state or federal Governmental
Authority or other Person pursuant to which (i) such Loan Party will lease certain equipment,
provide certain managed services or license certain software to such Governmental Authority or
other Person, (ii) such Governmental Authority or other Person is obligated to make a series of
payments to such Loan Party during the term of such lease, managed services arrangement or software
license (each such payment, a “Contract Payment”), (iii) such Loan Party sells or assigns a portion
or all of such Contract Payments (and, in the case of a lease or managed services arrangement, the
related equipment) and related proceeds to a third-party (a “Contract Payment Purchaser”) and (iv)
such Loan Party is involved in the administration and servicing of such Contract Payments for such
Contract Payment Purchaser during the term of such lease, managed services arrangement or software
license.



“Credit and Collection Policy” means the Originators’ credit and collection policies and
practices relating to Contracts and Receivables existing on the date hereof and summarized in
Exhibit V, as modified from time to time in accordance with the Agreement.



“Default Fee” means a per annum rate of interest equal to the sum of (i) the Base Rate, plus
(ii) 2% per annum.



“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described
in Section 1.3(a) of the Agreement.



“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on
its investment in the Receivables after taking account of (i) the time value of money based upon
the anticipated dates of collection of the Receivables and the cost to Buyer of financing its
investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors.
The Originators and Buyer may agree from time to time to change the Discount Factor based on
changes in one or more of the items affecting the calculation thereof, provided that any change to
the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply
only prospectively and shall not affect the Purchase Price payment in respect of Purchase which
occurred during any Calculation Period ending prior to the Calculation Period during which the
Originators and Buyer agree to make such change.



“Excluded Receivables” means any indebtedness or obligations owed to the Insight Global
Finance division of Insight Direct USA, Inc. (formerly Insight Global Finance, Inc., an Arizona
corporation), whether constituting an account, chattel paper, instrument or general intangible,
arising in connection with the sale of goods and the rendering of services thereby.



“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as
amended and any successor statute thereto.



“Governmental Authority” means the government of the United States of America, the
Netherlands, the United Kingdom, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government, including, without limitation, the European
Union.



“Insight Entity” has the meaning set forth in Section 4.1(h) of the Agreement.



“Intended Characterization” means, for income tax purposes, the characterization of the
acquisition by the Purchasers of Purchaser Interests under the Purchase Agreement as a loan or
loans by the Purchasers to Buyer secured by the Receivables, the Related Security and the
Collections.



“Material Adverse Effect” means a material adverse effect on (i) the financial condition or
operations of any Originator and its Subsidiaries taken as a whole, (ii) the ability of any
Originator to perform its obligations under the Agreement or any other Transaction Document, (iii)
the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv)
any Originator’s, Buyer’s, the Agent’s or any Purchaser’s interest in the Receivables generally or
in any significant portion of the Receivables, the Related Security or Collections with respect
thereto, or (v) the collectibility of the Receivables generally or of any material portion of the
Receivables.



“Monthly Settlement Date” means the 16th day of each month (or if such day is not a
Business Day, the next succeeding Business Day).



“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of
determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at
such time, over (b) the sum of (i) the Aggregate Capital outstanding at such time, plus (ii) the
aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan
proposed to be made on the date of determination).



“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such
Receivable on the date it was purchased by Buyer.



“Original Originators” has the meaning set forth in the Preliminary Statements to the
Agreement.



“Original Receivables Sale Agreement” has the meaning set forth in the Preliminary Statements
to the Agreement.



“Originators” has the meaning set forth in the Preliminary Statements to the Agreement.



“Potential Amortization Event” means an event which, with the passage of time or the giving of
notice, or both, would constitute an Amortization Event.



“Purchase” means the purchase under the Agreement by Buyer from each Originator of the
Receivables, the Related Security and the Collections related thereto, together with all related
rights in connection therewith.



“Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.



“Purchase Price” means, with respect to any Purchase from any Originator on any date, the
aggregate price to be paid by Buyer to such Originator for the Receivables of such Originator that
are the subject of such Purchase in accordance with Section 1.2 of the Agreement for the
Receivables, Collections and Related Security being sold to Buyer by such Originator on such date,
which price shall equal (i) the product of (x) the Original Balance of such Receivables, multiplied
by (y) one minus the Discount Factor then in effect, minus (ii) any Purchase Price Credits to be
credited against the Purchase Price otherwise payable to such Originator in accordance with Section
1.3 of the Agreement.



“Purchase Price Credit” has the meaning set forth in Section 1.3 of the Agreement.



“Purchaser” means a Financial Institution.



“Receivable” means the indebtedness and other obligations (other than indebtedness or
obligations constituting Excluded Receivables) owed to each Originator (at the time it arises, and
before giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving
effect to the transfers under the Agreement) or in which the Buyer or an Originator has a security
interest or other interest, including, without limitation, any such indebtedness, obligation or
interest constituting an account, chattel paper, instrument or general intangible, arising in
connection with the sale or licensing of goods or general intangibles (such as software), or the
rendering of services by such Originator, and further includes, without limitation, the obligation
to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations
arising from any one transaction, including, without limitation, indebtedness and other rights and
obligations represented by an individual invoice, shall constitute a Receivable separate from a
Receivable consisting of the indebtedness and other rights and obligations arising from any other
transaction; provided, that any indebtedness, rights or obligations referred to in the immediately
preceding sentence shall be a Receivable regardless of whether the account debtor or such
Originator treats such indebtedness, rights or obligations as a separate payment obligation.



“Related Security” means, with respect to any Receivable:




(i) all of the applicable Originator’s interest in the inventory and goods (including
returned or repossessed inventory or goods), if any, the sale, financing or lease of which
by such Originator gave rise to such Receivable, and all insurance contracts with respect
thereto,




(ii) all other security interests or liens and property subject thereto from time to
time, if any, purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all financing statements and
security agreements describing any collateral securing such Receivable,




(iii) all guaranties, letters of credit, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing payment of such Receivable
whether pursuant to the Contract related to such Receivable or otherwise,




(iv) all service contracts and other contracts and agreements associated with such
Receivable,




(v) all Records related to such Receivable, and




(vi) all proceeds of any of the foregoing.



“Required Capital Amount” means, as of any date of determination, an amount equal to
twenty-five million dollars ($25,000,000).



“Restatement Date” means September 3, 2003, the date of the initial Purchase under the
Agreement.



“Settlement Date” ” means (A) the Business Day following receipt of each Daily Report or
Weekly Report (as applicable) and (B) each Monthly Settlement Date.



“Subordinated Loan” means each Subordinated Loan made by each Originator (and by each Original
Originator to which it is a successor) to the Buyer pursuant to the Original Receivables Sale
Agreement and made by each Originator to the Buyer under the Agreement.



“Subordinated Note” means a promissory note in substantially the form of Exhibit VI hereto as
more fully described in Section 1.2 of the Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time.



“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture
or similar business organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.



“Transaction Documents” means, collectively, this Agreement, each Collection Account
Agreement, the Subordinated Note and all other instruments, documents and agreements executed and
delivered in connection herewith.



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 any applicable
jurisdiction, and not specifically defined herein, are used herein as defined in such Article 9.



Exhibit II




Places of Business; Locations of Records;

Federal Employer Identification Number(s); Other Names




1. Insight Direct USA, Inc.




Chief executive office: 6820 South Harl Avenue, Tempe, AZ 85283.




Location of records: Corporate records are located at 6820 South Harl Avenue, Tempe, AZ
85283 and 444 Scott Drive, Bloomingdale, IL 60108.




Business locations: 6820 South Harl Avenue, Tempe, AZ 85283; 910 W. Carver Rd., Tempe, AZ
85284; 19925 Stevens Creek Boulevard, Ste. 136, 137, 138, Cupertino, CA 95014; 2701 North
Rocky Point Drive, Ste. 300, Tampa, FL 33607; 500 Northridge Road, Ste. 325, Atlanta, GA
30350; 444 Scott Drive, Bloomingdale, IL 60108; 1600 Hunter Road, Hanover Park, IL 60103
(DuPage County); 1560 Hunter Road, Hanover Park, IL 60103 (DuPage County); 1432 Main
Street, Waltham, MA 02451; 6600 France Avenue South, Ste. 350, Edina, MN 55435; One Penn
Plaza, 19th Floor, Ste. 1929, New York, NY 10119; Two Easton Oval, Ste. 350,
Columbus, OH 43219; 2525 Brockton Drive, Ste. 390, Austin, TX 78758; 2712 North McColl Road,
McAllen, TX 78501; 3480 Lotus Drive, Plano, TX 75075; 7575 San Felipe, Ste. 101, Houston, TX
77063; 14520 Avion Parkway, Ste. 310, Chantilly, VA 20151; 22721 East Mission Avenue,
Liberty Lake, WA 99019.




Prior to 1997, Insight Direct USA, Inc. was located at 2415 S. Roosevelt, Tempe, AZ 85281;
1817 West 4th Street, Tempe, AZ 85282; 1826 West 4th Street, Tempe, AZ
85282; and 1912 West 4th Street, Tempe, AZ 85282.




Federal Employer Identification Number: 36-3948996




Illinois Organizational Number: 57773863




Corporate, Partnership Trade and Assumed Names: (i) Insight Direct USA, Inc. d/b/a Insight,
Insight Global Finance, (ii) www.insight.com, (iii) insight.com, (iv) 800-INSIGHT, (v) f/k/a
Insight Distribution Network, Inc., (vi) f/k/a Insight Direct, Inc., (vii) merged with
Comark Corporate Sales, Inc. d/b/a Comark Technology Services, (viii) merged with Insight
Services Corporation d/b/a InsightCo IT Services, (ix) merged with Comark, Inc. d/b/a PC
Wholesale



11



2. Insight Public Sector, Inc.




Chief executive office: 4433 Brookfield Corporate Drive, Suite A, Chantilly, VA 20151
(Fairfax County).




Location of records: Some records are also kept at 444 Scott Dr., Bloomingdale, IL 60108.




Business locations: 6820 South Harl Avenue, Tempe, AZ 85283; 2701 North Rocky Point Drive,
Ste. 300, Tampa, FL 33607; 444 Scott Drive, Bloomingdale, IL 60108; 6600 France Avenue
South, Ste. 350, Edina, MN 55435; 2525 Brockton Drive, Ste. 390, Austin, TX 78758, 2712 N.
McColl Road, McAllen, TX 78501; 22721 East Mission Avenue, Liberty Lake, WA 99019.




Federal Employer Identification Number: 36-3949000




Illinois Organizational Number: 57773871



Corporate, Partnership Trade and Assumed Names: Merged with Comark Government and Education
Sales, Inc.



Exhibit III




Lock-boxes; Collection Accounts; Collection Banks




	 	 	 	 	 	 	 	 	 
	Collection Bank
	 	Lock-Box	 	Related Collection Account
	 
	 	 	 	 	 	 	 	 
	Insight Direct USA, Inc.

	 

	JPMorgan Chase Bank, N.A.
	 	 	#	 	 	 	#	 
	14800 Frye Rd 2nd fl.
Fort Worth, TX. 76155
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A
	 	 	#	 	 	 	#	 
	14800 Frye Rd 2nd fl.
Fort Worth, TX. 76155
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	 	N/A	 	 	 	#	 
	201 N Central Ave
Phoenix, AZ. 85004
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Insight Public Sector, Inc.

	 

	JPMorgan Chase Bank, N.A
	 	 	#	 	 	 	#	 
	14800 Frye Rd 2nd fl.
Fort Worth, TX. 76155
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






Exhibit IV




Form of Compliance Certificate




This Compliance Certificate is furnished pursuant to that certain Amended and Restated
Receivables Sale Agreement dated as of September 3, 2003, among Insight Direct USA, Inc., an
Illinois corporation, Insight Public Sector, Inc., an Illinois corporation (each an “Originator”)
and Insight Receivables, LLC, an Illinois limited liability company (the “Buyer”) (the
“Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings
attributed thereto in the Agreement.



THE UNDERSIGNED HEREBY CERTIFIES THAT:



11. I am the duly elected        of [Name of Originator].



12. I have reviewed the terms of the Agreement and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of [Name of Originator]
and its Subsidiaries during the accounting period covered by the attached financial statements.



13. The examinations described in paragraph 2 did not disclose, and I have no knowledge of,
the existence of any condition or event which constitutes an Amortization Event or a Potential
Amortization Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth below.



14. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which [Name
of Originator] has taken, is taking, or proposes to take with respect to each such condition or
event:



The foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered this        day of       , 20      .



[NAME OF APPLICABLE ORIGINATOR]




By:      


Name



Exhibit V




Credit and Collection Policies




Attached.

Exhibit VI




Form of Subordinated Note




SUBORDINATED NOTE




September 3, 2003




B. Note. FOR VALUE RECEIVED, the undersigned, INSIGHT RECEIVABLES, LLC, an Illinois limited
liability company (“SPV”), hereby unconditionally promises to pay to the order of [NAME OF
APPLICABLE ORIGINATOR], an Illinois corporation (“Originator”), in lawful money of the United
States of America and in immediately available funds, on the date following the Amortization Date
which is one year and one day after the date on which (i) the Outstanding Balance of all
Receivables sold under the “Sale Agreement” referred to below has been reduced to zero and (ii)
Originator has paid to the Buyer all indemnities, adjustments and other amounts which may be owed
thereunder in connection with the Purchases (the “Collection Date”), the aggregate unpaid principal
sum outstanding of all “Subordinated Loans” made from time to time by Originator to SPV pursuant to
and in accordance with the terms of that certain Receivables Sale Agreement dated as of December
31, 2002, as amended and restated by that certain Amended and Restated Receivables Sale Agreement
dated as of September 3, 2003 among Originator, [Names of other Originators] and SPV (as amended,
restated, supplemented or otherwise modified from time to time, the “Sale Agreement”). Reference
to Section 1.2 of the Sale Agreement is hereby made for a statement of the terms and conditions
under which the loans evidenced hereby have been and will be made. All terms which are capitalized
and used herein and which are not otherwise specifically defined herein shall have the meanings
ascribed to such terms in the Sale Agreement. [This Subordinated Note amends, restates and
consolidates the Subordinated Notes, each dated December 31, 2002, made by the SPV in favor of each
of Insight Direct USA, Inc., Comark Corporate Sales, Inc., Insight Services Corporation and Comark,
Inc., but shall not constitute a repayment, refinancing or novation thereof.]? [This
Subordinated Note amends and restates the Subordinated Note dated December 31, 2002, made by the
SPV in favor of Comark Government and Education Sales, Inc., but shall not constitute a repayment,
refinancing or novation thereof.]?*



C. Interest. SPV further promises to pay interest on the outstanding unpaid principal amount
hereof from the date hereof until payment in full hereof at a rate equal to the Base Rate;
provided, however, that if SPV shall default in the payment of any principal hereof, SPV promises
to pay, on demand, interest at the rate of the Base Rate plus 2.00% per annum on any such unpaid
amounts, from the date such payment is due to the date of actual payment. Interest shall be
payable on the first Business Day of each month in arrears; provided, however, that SPV may elect
on the date any interest payment is due hereunder to defer such payment and upon such election the
amount of interest due but unpaid on such date shall constitute principal under this Subordinated
Note. The outstanding principal of any loan made under this Subordinated Note shall be due and
payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty.



D. Principal Payments. Originator is authorized and directed by SPV to enter on the grid
attached hereto, or, at its option, in its books and records, the date and amount of each loan made
by it which is evidenced by this Subordinated Note and the amount of each payment of principal made
by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the
accuracy of the information so entered; provided that neither the failure of Originator to make any
such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.



E. Subordination. The indebtedness evidenced by this Subordinated Note is subordinated to the
prior payment in full of all of SPV’s recourse obligations under that certain Receivables Purchase
Agreement dated as of December 31, 2002 by and among SPV, Insight Enterprises, Inc., as Servicer,
various “Purchasers” from time to time party thereto, and Bank One, NA (Main Office Chicago), as
the “Agent” (as amended, restated, supplemented or otherwise modified from time to time, the
“Purchase Agreement”). The subordination provisions contained herein are for the direct benefit
of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees
(collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which all
“Capital” outstanding under the Purchase Agreement has been repaid in full and all other
obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein
(all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied
in full, Originator shall not demand, accelerate, sue for, take, receive or accept from SPV,
directly or indirectly, in cash or other property or by set-off or any other manner (including,
without limitation, from or by way of collateral) any payment or security of all or any of the
indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding
to enforce the same; provided, however, that (i) Originator hereby agrees that it will not
institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement
unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict
SPV from paying, or Originator from requesting, any payments under this Subordinated Note so long
as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise
pay over to, the funds used for such payments to any of the Senior Claimants and further provided
that the making of such payment would not otherwise violate the terms and provisions of the
Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received
by Originator in violation of the immediately preceding sentence, Originator agrees that such
payment shall be segregated, received and held in trust for the benefit of, and deemed to be the
property of, and shall be immediately paid over and delivered to the Agent for the benefit of the
Senior Claimants.



F. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type described in
Section 5.1(d) of the Sale Agreement involving SPV as debtor, then and in any such event the Senior
Claimants shall receive payment in full of all amounts due or to become due on or in respect of
Capital and the Senior Claim (including “CP Costs” and “Yield” as defined and as accruing under the
Purchase Agreement after the commencement of any such proceeding, whether or not any or all of such
CP Costs or Yield is an allowable claim in any such proceeding) before Originator is entitled to
receive payment on account of this Subordinated Note, and to that end, any payment or distribution
of assets of SPV of any kind or character, whether in cash, securities or other property, in any
applicable insolvency proceeding, which would otherwise be payable to or deliverable upon or with
respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be
paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a
receiver, custodian or liquidating trustee or otherwise) directly to the Agent for application to,
or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid
in full and satisfied.



G. Amendments. This Subordinated Note shall not be amended or modified except in accordance
with Section 7.1 of the Sale Agreement. The terms of this Subordinated Note may not be amended or
otherwise modified without the prior written consent of the Agent for the benefit of the
Purchasers.



H. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT CHICAGO, ILLINOIS,
AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. WHEREVER POSSIBLE EACH PROVISION
OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID
UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS SUBORDINATED NOTE.



I. Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive
presentment for payment, demand, protest and notice of dishonor. Originator additionally expressly
waives all notice of the acceptance by any Senior Claimant of the subordination and other
provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the
subordination and other provisions herein provided.



J. Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred
to any party without the prior written consent of the Agent, and any such attempted transfer shall
be void.




INSIGHT RECEIVABLES, LLC




By: Insight Receivables Holding, LLC, its sole
member




	 	 	 	By:






Title:




* For Subordinated Note payable to Insight Direct
USA, Inc.




** For Subordinated Note payable to Insight Public
Sector, Inc.



12



Schedule

to

SUBORDINATED NOTE




SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	Date

	 	Amount of

Subordinated

Loan
	 	Amount of

Principal

Paid
	 	Unpaid

Principal

Balance
	 	

Notation made

by






Schedule A




List of Documents to be Delivered to Buyer Prior to the Initial Purchase




Attached.

TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE I AMOUNTS AND TERMS

	Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 1.5

Section 1.6

	 	Purchase of Receivables.

Payment for the Purchase.

Purchase Price Credit Adjustments.

Payments and Computations, Etc. .

Transfer of Records.

Characterization.






	 	 	 
	ARTICLE II REPRESENTATIONS AND WARRANTIES

	Section 2.1

	 	Representations and Warranties of Originators.






	 	 	 
	ARTICLE III CONDITIONS OF PURCHASE

	Section 3.1

Section 3.2

	 	Conditions Precedent to Initial Purchase. .

Conditions Precedent to Subsequent Payments.
	ARTICLE IV COVENANTS

	Section 4.1

Section 4.2

	 	Affirmative Covenants of Originators.

Negative Covenants of Originators.






	 	 	 
	ARTICLE V AMORTIZATION EVENTS

	Section 5.1

Section 5.2

	 	Amortization Events.

Remedies.






	 	 	 
	ARTICLE VI INDEMNIFICATION

	Section 6.1

Section 6.2

	 	Indemnities by Originators.

Other Costs and Expenses.






	 	 	 
	ARTICLE VII MISCELLANEOUS

	Section 7.1

Section 7.2

Section 7.3

Section 7.4

Section 7.5

Section 7.6

Section 7.7

Section 7.8

Section 7.9

Section 7.10

Section 7.11

	 	Waivers and Amendments.

Notices..

Protection of Ownership Interests of Buyer.

Confidentiality.

USA Patriot Act..

CHOICE OF LAW. .

CONSENT TO JURISDICTION. .

WAIVER OF JURY TRIAL..

Integration; Binding Effect; Survival of Terms.

Counterparts; Severability; Section References..

Amendment and Restatement.






Exhibits and Schedules



	 	 	 	 	 
	EXHIBIT I
	 	—
	 	Definitions

	EXHIBIT II
	 	—
	 	Principal Place of Business; Location(s) of Records;

Federal Employer Identification Number; Other Names

	EXHIBIT III
	 	—
	 	Lock-Boxes; Collection Accounts; Collection Banks

	EXHIBIT IV
	 	—
	 	Form of Compliance Certificate

	EXHIBIT V
	 	—
	 	Credit and Collection Policy

	EXHIBIT VI
	 	—
	 	Form of Subordinated Note

	SCHEDULE A
	 	—
	 	List of Documents to Be Delivered to Buyer Prior to the

Initial Purchase







13




EXHIBIT C




EXHIBIT C TO OMNIBUS AMENDMENT














AMENDED AND RESTATED

PERFORMANCE UNDERTAKING




THIS AMENDED AND RESTATED PERFORMANCE UNDERTAKING (the “Undertaking”), dated as of September
3, 2003, is executed by Insight Enterprises, Inc., a Delaware corporation (“Insight” or the
“Performance Guarantor”), in favor of Wells Fargo Bank, National Association, as agent for the
Purchasers party to the Receivables Purchase Agreement referred to below (the “Agent”).



WHEREAS, on December 31, 2002, Insight Direct USA, Inc., an Arizona corporation (“Insight
Direct Arizona”), Comark Corporate Sales, Inc., an Illinois corporation (“Comark Corporate Sales”),
Insight Services Corporation, an Arizona corporation (“ISC”), Comark Government and Education
Sales, Inc., an Illinois corporation (“CGE”), Comark, Inc., an Illinois corporation (“Comark”)
(each of Insight Direct Arizona, Comark Corporate Sales, ISC, CGE and Comark, an “Original
Originator” and collectively, the “Original Originators”) and Seller entered into that certain
Receivables Sale Agreement (the “Original Receivables Sale Agreement”);



WHEREAS, the Seller entered into that certain Receivables Purchase Agreement dated as of
December 31, 2002 (as amended, restated, supplemented, renewed or otherwise modified from time to
time, the “Receivables Purchase Agreement”), with Insight, as the initial servicer (in such
capacity, the “Servicer”), the purchasers party thereto (the “Purchasers”) and Wells Fargo Bank,
National Association, as agent for such Purchasers, pursuant to which the Purchasers, subject to
the terms and conditions contained therein, may purchase interests in such receivables and Seller
has transferred to the Agent for the benefit of such Purchasers an undivided interest in all of
Seller’s right, title and interest in, to and under the Receivables Sale Agreement;



WHEREAS, on December 31, 2002, the Performance Guarantor entered into that certain Performance
Undertaking in favor of the Agent’s predecessor (the “Original Performance Undertaking”);



WHEREAS, on or prior to the date hereof, (i) Insight Public Sector, Inc., an Arizona
corporation, merged with and into CGE with the surviving entity being CGE, and CGE has changed its
name to Insight Public Sector, Inc. (“Insight Public”), and (ii) Insight Direct Arizona, ISC and
Comark merged with and into Comark Corporate Sales, with the surviving entity being Comark
Corporate Sales, and Comark Corporate Sales has changed its name to Insight Direct USA, Inc.
(“Insight Direct”) (each of Insight Direct and Insight Public, an “Originator” and collectively,
the “Originators”);



WHEREAS, Insight Direct USA, Inc., an Illinois corporation (“Insight Direct”) and Insight
Public Sector, Inc., an Illinois corporation (“Insight Public”)(each of Insight Direct and Insight
Public, an “Originator” and collectively, the “Originators”), have entered into that certain
Amended and Restated Receivables Sale Agreement of even date herewith (as amended, restated,
supplemented, renewed or otherwise modified from time to time, the “Receivables Sale Agreement”),
with the Seller, pursuant to which the Seller, subject to the terms and conditions contained
therein, will purchase certain of Originators’ receivables;



WHEREAS, the Originators are wholly-owned subsidiaries of the Performance Guarantor and
Performance Guarantor is expected to receive substantial direct and indirect benefits from the
purchase of the receivables by the Seller from the Originators pursuant to the Receivables Sale
Agreement (which benefits are hereby acknowledged);



WHEREAS, it is a condition precedent to the effectiveness of the Receivables Sale Agreement
and the Receivables Purchase Agreement that the Performance Guarantor execute and deliver to the
Agent, a performance undertaking substantially in the form hereof;



WHEREAS, the Performance Guarantor wishes to guarantee the due and punctual performance of the
Originators’ obligations to the Seller under or in respect of the Receivables Sale Agreement and
the Seller’s obligations to the Agent and the Purchasers under or in respect of the Receivables
Purchase Agreement as provided herein;



WHEREAS, the Performance Guarantor and the Agent wish to amend and restate the Original
Performance Undertaking on the terms and subject to the conditions set forth herein;



	 	 	 
	NOW, THEREFORE, the Performance Guarantor hereby agrees as follows:

	SECTION 1.

	 	Definitions.






(a) As used herein:



“Obligations” means, collectively, (a) all covenants, agreements, terms, conditions and
indemnities to be performed or observed by each Originator under or in connection with the
Receivables Sale Agreement and each other document executed and delivered by any Originator in
connection with the Receivables Sale Agreement, including, without limitation, the due and punctual
payment of all sums which are or may become due and owing by any Originator under the Receivables
Sale Agreement whether for Purchase Price Credits, expenses (including reasonable counsel fees),
indemnified amounts or otherwise, whether upon any termination or for any other reason and (b) all
covenants, agreements, terms, conditions and indemnities to be performed or observed by the Seller
under or in connection with the Receivables Purchase Agreement and each other document executed and
delivered by the Seller in connection with the Receivables Purchase Agreement, including, without
limitation, the due and punctual payment of all sums which are or may become due and owing by the
Seller under the Receivables Purchase Agreement or the Fee Letter, whether for Yield, expenses
(including reasonable counsel fees and disbursements), indemnified amounts or otherwise, whether
upon any termination or for any other reason.



(b) All capitalized terms used herein, and not otherwise defined herein shall have their
respective meanings as defined in the Receivables Purchase Agreement and, if not defined therein,
the Receivables Sale Agreement.



SECTION 2. Guaranty of Performance of Obligations. The Performance Guarantor hereby
guarantees to the Agent and the Purchasers, the full and punctual payment and performance by each
of the Originators and the Seller of the Obligations. This Undertaking is an absolute,
unconditional and continuing guaranty of the full and punctual performance of all of the
obligations of (a) each Originator under the Receivables Sale Agreement and each other document
executed and delivered by such Originator in connection with the Receivables Sale Agreement and (b)
the Seller under the Receivables Purchase Agreement and each other document executed and delivered
by the Seller in connection with the Receivables Purchase Agreement, and is in no way conditioned
upon any requirement that the Agent or the Purchaser first attempt to collect any amounts owed by
any Originator to the Seller or the Seller to the Purchasers, or resort to any collateral security,
any balance of any deposit account or credit on the books of any Purchaser or any other Person or
other means of obtaining payment. Should any Originator or the Seller default in the payment or
performance of any of the Obligations, the Agent or any one of the Purchasers may cause the
immediate performance by the Performance Guarantor of such Obligations and cause any payment
Obligations of such party to become forthwith due and payable to the Agent and the Purchasers,
without demand or notice of any nature (other than as expressly provided herein), all of which are
expressly waived by the Performance Guarantor. Notwithstanding the foregoing, this Undertaking is
not a guarantee of the ultimate recovery or collection of any of the Receivables and the
Performance Guarantor shall not be responsible for any inability to collect any Receivable due to
the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Each such demand by
the Agent or any Purchaser, as applicable, for payment under this Section 2 shall be accompanied by
a written statement describing in reasonable detail the costs and expenses in respect of which
reimbursement is sought.



SECTION 3. Performance Guarantor’s Further Agreements to Pay. The Performance Guarantor
further agrees, as the principal obligor and not as a guarantor only, to pay to the Agent and the
Purchasers, forthwith upon demand in funds immediately available to the Agent and the Purchasers,
all reasonable costs and expenses (including court costs and legal expenses) incurred or expended
by the Agent and the Purchasers in connection with the Obligations, this Undertaking or the
enforcement thereof within five (5) Business Days after the Agent’s or any Purchaser’s demand
therefor and, if such amounts are not paid to the Agent or a Purchaser, as applicable, within five
(5) Business Days after such demand, the Performance Guarantor hereby agrees to pay interest on
amounts recoverable under this Undertaking from time to time when such amounts become due until
paid in full, at a rate of interest (computed for the actual number of days elapsed based on a 360
day year) equal to the Base Rate plus 2.0% per annum.



SECTION 4. Waivers by Performance Guarantor; Agent’s Freedom to Act. The Performance
Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by
the Agent or any Purchaser in reliance on this Undertaking, and any requirement that the Agent or
the Purchasers be diligent or prompt in making demands under this Undertaking, give notice of any
Amortization Event, default or omission by any Originator or the Seller or assert any other rights
of the Agent or any Purchaser under this Undertaking. The Performance Guarantor warrants that it
has adequate means to obtain from each Originator and the Seller, on a continuing basis,
information concerning the financial condition of such Originator and the Seller, and that it is
not relying on the Agent or any Purchaser to provide such information, now or in the future. The
Performance Guarantor also irrevocably waives all defenses that at any time may be available in
respect of the Obligations by virtue of any valuation, stay, moratorium law or other similar law
now or thereafter in effect and any and all other defenses that may be available to a guarantor at
any time. The Agent shall be at liberty, upon its own initiative or at the request of the Required
Financial Institutions, without giving notice to or obtaining the consent of the Performance
Guarantor, and without relieving the Performance Guarantor of any liability under this Undertaking,
to deal with the Originators, the Seller and with each other party who now is or after the date
hereof becomes liable in any manner for any of the Obligations, in such manner as the Agent in its
sole discretion deems fit or the Required Financial Institutions in their sole discretion deem fit,
and to this end the Performance Guarantor agrees that the validity and enforceability of this
Undertaking, including without limitation, the provisions of Section 8 hereof, shall not be
impaired or affected by any of the following:



(a) any extension, modification or renewal of, or indulgence with respect to, or substitutions
for, the Obligations or any part thereof or any agreement relating thereto at any time;



(b) any failure or omission to enforce any right, power or remedy with respect to the
Obligations or any part thereof or any agreement relating thereto, or any collateral securing the
Obligations or any part thereof;



(c) any waiver of any right, power or remedy or of any Amortization Event or default with
respect to the Obligations or any part thereof or any agreement relating thereto;



(d) any release, surrender, compromise, settlement, waiver, subordination or modification,
with or without consideration, of any other obligation of any person or entity with respect to the
Obligations or any part thereof;



(e) the enforceability or validity of the Obligations or any part thereof or the genuineness,
enforceability or validity of any agreement relating thereto or with respect to the Obligations or
any part thereof;



(f) the application of payments received from any source to the payment of any payment
Obligations of an Originator, any part thereof or amounts which are not covered by this Undertaking
even though the Purchasers or the Agent might lawfully have elected to apply such payments to any
part or all of such payment Obligations or to amounts which are not covered by this Undertaking;



(g) the existence of any claim, setoff or other rights which the Performance Guarantor may
have at any time against any Originator or the Seller in connection herewith or any unrelated
transaction;



(h) any assignment or transfer of the Obligations or any part thereof in accordance with the
Receivables Sale Agreement or the Receivables Purchase Agreement; or



(i) any failure on the part of an Originator to perform or comply with any term of the
Receivables Sale Agreement or any other document executed in connection therewith or delivered
thereunder or the Seller to perform or comply with any term of the Receivables Purchase Agreement
or any other document executed in connection therewith or delivered thereunder, all whether or not
the Performance Guarantor shall have had notice or knowledge of any act or omission referred to in
the foregoing clauses (a) through (i) of this Section.



SECTION 5. Unenforceability of Obligations Against an Originator or the Seller.
Notwithstanding (a) any change of ownership of any Originator or the Seller, or the insolvency,
bankruptcy or any other change in the legal status of any Originator or the Seller; (b) the change
in or the imposition of any law, decree, regulation or other governmental act which does or might
impair, delay or in any way affect the validity, enforceability or the payment when due of the
Obligations; (c) the failure of any Originator, the Seller or the Performance Guarantor, as
applicable, to maintain in full force, validity or effect or to obtain or renew when required all
governmental and other approvals, licenses or consents required in connection with the Obligations,
the Receivables Sale Agreement, the Receivables Purchase Agreement or this Undertaking, or to take
any other action required in connection with the performance of all obligations pursuant to the
Obligations, the Receivables Sale Agreement, the Receivables Purchase Agreement or this
Undertaking; or (d) if any of the moneys included in the Obligations have become unrecoverable from
any Originator or the Seller for any other reason other than final payment in full of the payment
Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on the
Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other
security for the Obligations, and it shall not be rendered unenforceable by the invalidity or
release of any such other guaranty or security. In the event that the time for payment of any of
the Obligations is stayed upon the insolvency, bankruptcy or reorganization of an Originator or the
Seller, or for any other reason, all such amounts then due and owing by such Originator under the
terms of the Receivables Sale Agreement or the Seller under the Receivables Purchase Agreement, as
applicable, or any other agreement evidencing, securing or otherwise executed in connection with
the Obligations, shall be immediately due and payable by the Performance Guarantor.



SECTION 6. Representations and Warranties. The Performance Guarantor makes the following
representations and warranties:



(a) Existence and Standing. The Performance Guarantor is a corporation duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of incorporation and has
all requisite authority to conduct its business in each jurisdiction in which its business is
conducted. Each of the Performance Guarantor’s Subsidiaries is a corporation or limited liability
company, duly organized, validly existing and in good standing under the laws of its jurisdiction
of organization and has all requisite authority to conduct its business in each jurisdiction in
which its business is conducted except where failure to have such authority would not have a
material adverse effect on the ability of the Performance Guarantor to perform its obligations
under this Undertaking.



(b) Power and Authority. The Performance Guarantor has the corporate power and authority and
legal right to execute and deliver this Undertaking, perform its obligations hereunder and
consummate the transactions contemplated hereunder. The execution and delivery by the Performance
Guarantor of this Undertaking, the performance of its obligations and consummation of the
transactions contemplated hereunder have been duly authorized by proper proceedings, and this
Undertaking constitutes the legal, valid and binding obligation of the Performance Guarantor
enforceable against the Performance Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally.



(c) No Conflict; Government Consent. Neither the execution and delivery by the Performance
Guarantor of this Undertaking, nor the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Performance Guarantor or any of its
Subsidiaries or the Performance Guarantor’s or any of its Subsidiary’s organizational documents or
the provisions of any indenture, instrument or agreement to which the Performance Guarantor is a
party or is subject, or by which it, or its property, is bound, or conflicts with or constitutes a
default thereunder, or will result in the creation or imposition of any Adverse Claim in, of or on
the property of the Performance Guarantor or any of its Subsidiaries pursuant to the terms of any
such indenture, instrument or agreement, other than for any such violation which could not
reasonably be expected to have a material adverse effect on the ability of the Performance
Guarantor to perform its obligations under this Undertaking.



SECTION 7. Subordination. The Performance Guarantor shall not enforce or otherwise exercise
any right of subrogation to any of the rights of the Agent or any Purchaser against any Originator
or the Seller and, notwithstanding anything to the contrary contained herein, hereby waives all
rights of subrogation (whether contractual, under Section 509 of the Bankruptcy Code, at law or in
equity or otherwise) to the claims of the Agent and the Purchasers against any Originator or the
Seller and all contractual, statutory or legal or equitable rights of contribution, reimbursement,
indemnification and similar rights and “claims” (as that term is defined in the Bankruptcy Code)
which the Performance Guarantor might now have or hereafter acquire against any Originator or the
Seller that arises from the existence or performance of the Performance Guarantor’s obligations
hereunder. The Performance Guarantor will not claim any setoff, recoupment or counterclaim against
any Originator or the Seller in respect of any liability of the Performance Guarantor to such
Originator or the Seller after the occurrence and during the continuance of any default in the
payment or performance of any of the Obligations (which has not been cured or waived in writing by
the Agent) and the Performance Guarantor waives any benefit of and any right to participate in any
collateral security which may be held by the Agent or any Purchaser. The payment of any amounts
due with respect to any indebtedness of any Originator or the Seller now or thereafter owed to the
Performance Guarantor is hereby subordinated to the prior payment in full of all the Obligations.
The Performance Guarantor agrees that, after the occurrence and during the continuance of any
default in the payment or performance of any of the Obligations, the Performance Guarantor will not
demand, sue for or otherwise attempt to collect any such indebtedness of any Originator or the
Seller owed to the Performance Guarantor until all of the Obligations shall have been paid and
performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall
collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are
still unperformed or outstanding, such amounts shall be collected, enforced and received by the
Performance Guarantor as trustee for the Agent and the Purchasers and be paid over to the Agent and
the Purchasers on account of the Obligations without affecting in any manner the liability of the
Performance Guarantor under the other provisions of this Undertaking. The provisions of this
Section 7 shall be supplemental to and not in derogation of any rights and remedies of the Agent
and the Purchasers with respect to any other agreement the Agent or any Purchaser may at any time
and from time to time enter into with the Performance Guarantor.



SECTION 8. Termination of Undertaking. The Performance Guarantor’s obligations hereunder
shall continue in full force and effect until all Obligations are finally paid and satisfied in
full and each of the Receivables Sale Agreement and the Receivables Purchase Agreement is
terminated, provided that (i) this Undertaking shall continue to be effective or shall be
reinstated, as the case may be, if at any time payment or other satisfaction of any of the
Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency,
or reorganization of any Originator or the Seller, or otherwise, as though such payment had not
been made or other satisfaction occurred, whether or not the Agent or any Purchaser is in
possession of this Undertaking and (ii) the provisions of Section 18 shall survive any termination
of this Undertaking. No invalidity, irregularity or unenforceability by reason of the Bankruptcy
Code or any insolvency or other similar law, or any law or order of any government or agency
thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, or be
a defense to or claim against the obligations of the Performance Guarantor under this Undertaking.



SECTION 9. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any
Originator or the Seller and the commencement of any case or proceeding by or against any
Originator or the Seller under the federal Bankruptcy Code or other federal, state or other
applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal
Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or
reorganization statutes to which any Originator or the Seller is subject shall postpone the
obligations of the Performance Guarantor under this Undertaking.



SECTION 10. Setoff. Should any Originator or the Seller default in the payment or performance
of any of the Obligations, regardless of the other means of obtaining payment of any of the
Obligations, the Agent and the Purchasers are hereby authorized at any time and from time to time,
without notice to the Performance Guarantor (any such notice being expressly waived by the
Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any
deposits and other sums against the obligations of the Performance Guarantor under this
Undertaking, whether or not the Agent or the Purchasers shall have made any demand under this
Undertaking and although such obligations may be contingent or unmatured.



SECTION 11. Taxes. All payments to be made by the Performance Guarantor hereunder shall be
made free and clear of any deduction or withholding. If the Performance Guarantor is required by
law to make any deduction or withholding on account of tax or otherwise from any such payment, the
sum due from it in respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, the Agent and the Purchasers receive a net
sum equal to the sum which they would have received had no deduction or withholding been made.



SECTION 12. Further Assurances. The Performance Guarantor agrees that it will permit the
Agent and the Purchasers or any of their respective duly authorized representatives, during normal
business hours and upon reasonable prior notice, to consult and discuss with the Performance
Guarantor’s Treasurer or Controller, with respect to the Performance Guarantor’s business,
finances, accounts and affairs. The Performance Guarantor agrees that if an Amortization Event
exists, it will, at the request of the Agent or a Purchaser, provide to the Agent or such Purchaser
information relating to the business and affairs of the Performance Guarantor as the Agent or any
Purchaser may reasonably request. The Performance Guarantor also agrees to do all such things and
execute all such documents as the Agent and the Purchasers may consider reasonably necessary or
desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers
of the Agent and the Purchasers hereunder.



SECTION 13. Successors and Assigns. This Undertaking shall be binding upon the Performance
Guarantor, its successors and assigns, and shall inure to the benefit of and be enforceable by the
Agent and the Purchasers and their respective successors, transferees and assigns. The Performance
Guarantor may not assign or transfer any of its obligations hereunder without the prior written
consent of the Agent and each Purchaser.



SECTION 14. Amendments and Waivers. No amendment or waiver of any provision of this
Undertaking nor consent to any departure by the Performance Guarantor therefrom shall be effective
unless the same shall be in writing and signed by the Agent, each Purchaser and the Performance
Guarantor. No failure on the part of the Agent or any Purchaser to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of
any other right.



SECTION 15. Notices. All notices and other communications called for hereunder shall be made
in writing and, unless otherwise specifically provided herein, shall be deemed to have been duly
made or given when delivered by hand or mailed first class, postage prepaid, or sent by express
courier or, in the case of telegraphic, telecopied or telexed notice, when transmitted, answer back
received, addressed as follows: if to the Performance Guarantor, at the address set forth beneath
its signature hereto, and if to the Agent or any Purchaser to the address specified for such
notices in the Receivables Purchase Agreement, or to any address as either party hereto may
hereafter designate in writing to the other.



SECTION 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.



SECTION 17. CONSENT TO JURISDICTION. EACH OF THE PERFORMANCE GUARANTOR, THE AGENT AND THE
PURCHASERS HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS UNDERTAKING, THE RECEIVABLES SALE AGREEMENT, THE RECEIVABLES PURCHASE
AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH
OF THE PERFORMANCE GUARANTOR, THE AGENT AND EACH PURCHASER HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF ANY PARTY TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY IN THE
COURTS OF ANY OTHER JURISDICTION.



SECTION 18. Bankruptcy Petition. The Performance Guarantor covenants and agrees that, prior
to the date which is one year and one day after the payment in full of the Obligations, it will
not institute against, or join any other Person in instituting against the Seller (or any other
Purchaser that is not organized as a federal or state chartered banking institution) any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar
proceedings under the laws of the United States or any state of the United States.



SECTION 19. Miscellaneous. This Undertaking constitutes the entire agreement of the
Performance Guarantor with respect to the matters set forth herein. No failure on the part of the
Agent or any Purchaser to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by law or any other
agreement, and this Undertaking shall be in addition to any other guaranty of or collateral
security for any of the Obligations. The provisions of this Undertaking are severable, and in any
action or proceeding involving any state corporate law, or any state or federal bankruptcy,
insolvency, reorganization or other law affecting the rights of creditors generally, if the
obligations of the Performance Guarantor hereunder would otherwise be held or determined to be
avoidable, invalid or unenforceable on account of the amount of the Performance Guarantor’s
liability under this Undertaking, then notwithstanding any other provision of this Undertaking to
the contrary, the amount of such liability shall, without any further action by the Performance
Guarantor or the Agent or Purchaser be automatically limited and reduced to the highest amount that
is valid and enforceable as determined in such action or proceeding. The invalidity or
unenforceability of any one or more sections of this Undertaking shall not affect the validity or
enforceability of its remaining provisions. Captions are for ease of reference only and shall not
affect the meaning of the relevant provisions. The meanings of all defined terms used in this
Undertaking shall be equally applicable to the singular and plural forms of the terms defined.



SECTION 20. Amendment and Restatement. This Undertaking amends and restates in its entirety,
and supersedes, the terms of the Original Performance Undertaking. This Undertaking is not
intended to, and shall not, effect a novation of any of the Obligations under and as defined in the
Original Performance Undertaking, but merely an amendment and restatement of the terms governing
such Obligations. The Obligations outstanding as of the date hereof shall continue as outstanding
Obligations under this Undertaking.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




IN WITNESS WHEREOF, the Performance Guarantor has caused this Undertaking to be
executed and delivered as of the date first above written.




INSIGHT ENTERPRISES, INC.




By:      

Name:

Title:





Address:


6820 S. Harl Avenue


Tempe, AZ 85283


Attention: Chief Financial Officer


Facsimile: (480) 350-1141




14