EXHIBIT 10(e)

RECEIVABLES PURCHASE AND SERVICING AGREEMENT

Dated as of March 28, 2002,

by and among

K2 FINANCE COMPANY, LLC

as Seller,

REDWOOD RECEIVABLES CORPORATION,

as Conduit Purchaser,

K2 INC.,

as Master Servicer,

K-2 CORPORATION,
SHAKESPEARE COMPANY, LLC, and
STEARNS INC.

each as a Servicer

K2 RECEIVABLES CORPORATION

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Committed Purchaser and as Administrative Agent

---



TABLE OF CONTENTS

|                                           |               |    |                                                                                            | Page
|------------------------------------------ | ------------- | -- | ------------------------------------------------------------------------------------------ | ----
|ARTICLE I. DEFINITIONS AND INTERPRETATION  |               | 1 
|                                           | Section 1.01. |    | Definitions                                                                                |     
|                                           | Section 1.02. |    | Rules of Construction                                                                      |     
|ARTICLE II. AMOUNTS AND TERMS OF PURCHASES |               | 2 
|                                           | Section 2.01. |    | Purchases                                                                                  |     
|                                           | Section 2.02. |    | Optional Changes in Maximum Purchase Limit                                                 |     
|                                           | Section 2.03. |    | Notices Relating to Purchases and Reductions in Capital Investment                         |     
|                                           | Section 2.04. |    | Conveyance of Receivables                                                                  |     
|                                           | Section 2.05. |    | Facility Termination Date                                                                  |     
|                                           | Section 2.06. |    | Daily Yield                                                                                |     
|                                           | Section 2.07. |    | Fees                                                                                       |     
|                                           | Section 2.08. |    | Time and Method of Payments                                                                |     
|                                           | Section 2.09. |    | Capital Requirements; Additional Costs                                                     |     
|                                           | Section 2.10. |    | Breakage Costs                                                                             |     
|                                           | Section 2.11. |    | Purchase Excess                                                                            |     
|ARTICLE III. CONDITIONS PRECEDENT          |               | 7 
|                                           | Section 3.01. |    | Conditions to Effectiveness of Agreement                                                   |     
|                                           | Section 3.02. |    | Conditions Precedent to All Purchases                                                      |     
|ARTICLE IV. REPRESENTATIONS AND WARRANTIES |               | 9 
|                                           | Section 4.01. |    | Representations and Warranties of the Seller                                               |     
|                                           | Section 4.02. |    | Representations and Warranties of the Servicer                                             |     
|ARTICLE V. GENERAL COVENANTS OF THE SELLER |               | 16
|                                           | Section 5.01. |    | Affirmative Covenants of the Seller                                                        |     
|                                           | Section 5.02. |    | Reporting Requirements of the Seller                                                       |     
|                                           | Section 5.03. |    | Negative Covenants of the Seller                                                           |     
|ARTICLE VI. COLLECTIONS AND DISBURSEMENTS  |               | 19
|                                           | Section 6.01. |    | Establishment of Accounts                                                                  |     
|                                           | Section 6.02. |    | Funding of Collection Account                                                              |     
|                                           | Section 6.03. |    | Daily Disbursements From the Collection Account and Related Sub-Accounts; Revolving Period |     
|                                           | Section 6.04. |    | Disbursements From the Retention Account; Settlement Date Procedures; Revolving Period     |     
|                                           | Section 6.05. |    | Liquidation Settlement Procedures                                                          |     
|                                           | Section 6.06. |    | Investment of Funds in Accounts                                                            |     
|                                           | Section 6.07. |    | Termination Procedures                                                                     |     
|ARTICLE VII. SERVICER PROVISIONS           |               | 26
|                                           | Section 7.01. |    | Appointment of the Servicer                                                                |     
|                                           | Section 7.02. |    | Duties and Responsibilities of the Servicer                                                |     
|                                           | Section 7.03. |    | Collections on Receivables                                                                 |     
|                                           | Section 7.04. |    | Authorization of the Servicer                                                              |     
|                                           | Section 7.05. |    | Servicing Fees                                                                             |     
|                                           | Section 7.06. |    | Representations and Warranties of the Servicer                                             |     
|                                           | Section 7.07. |    | Covenants of the Servicer                                                                  |     
|                                           | Section 7.08. |    | Reporting Requirements of the Servicer                                                     |     

i

---

|ARTICLE VIII. GRANT OF SECURITY INTERESTS |                | 30
|----------------------------------------- | -------------- | --
|                                          | Section 8.01.  |   
|                                          | Section 8.02.  |   
|                                          | Section 8.03.  |   
|                                          | Section 8.04.  |   
|                                          | Section 8.05.  |   
|                                          | Section 8.06.  |   
|ARTICLE IX. TERMINATION EVENTS            |                | 35
|                                          | Section 9.01.  |   
|                                          | Section 9.02.  |   
|ARTICLE X. REMEDIES                       |                | 40
|                                          | Section 10.01. |   
|                                          | Section 10.02. |   
|                                          | Section 10.03. |   
|                                          | Section 10.04. |   
|ARTICLE XI. SUCCESSOR SERVICER PROVISIONS |                | 41
|                                          | Section 11.01. |   
|                                          | Section 11.02. |   
|                                          | Section 11.03. |   
|                                          | Section 11.04. |   
|ARTICLE XII. INDEMNIFICATION              |                | 42
|                                          | Section 12.01. |   
|                                          | Section 12.02. |   
|                                          | Section 12.03. |   
|ARTICLE XIII. AGENT                       |                | 45
|                                          | Section 13.01. |   
|                                          | Section 13.02. |   
|                                          | Section 13.03. |   
|ARTICLE XIV. MISCELLANEOUS                |                | 46
|                                          | Section 14.01. |   
|                                          | Section 14.02. |   
|                                          | Section 14.03. |   
|                                          | Section 14.04. |   
|                                          | Section 14.05. |   
|                                          | Section 14.06. |   
|                                          | Section 14.07. |   
|                                          | Section 14.08. |   
|                                          | Section 14.09. |   
|                                          | Section 14.10. |   
|                                          | Section 14.11. |   
|                                          | Section 14.12. |   
|                                          | Section 14.13. |   
|                                          | Section 14.14. |   
|                                          | Section 14.15. |   

ii

---

EXHIBITS, SCHEDULES AND ANNEXES

|Exhibit 2.02(a)         |  | Form of Commitment Reduction Notice                                           
|----------------------- |  | ------------------------------------------------------------------------------
|Exhibit 2.02(b)         |  | Form of Commitment Termination Notice                                         
|Exhibit 2.03(a)         |  | Form of Investment Base Certificate                                           
|Exhibit 2.03(b)         |  | Form of Capital Purchase Request                                              
|Exhibit 2.03(c)         |  | Form of Repayment Notice                                                      
|Exhibit 2.04(a)         |  | Form of Purchase Assignment                                                   
|Exhibit 3.01(a)(i)      |  | Form of Solvency Certificate                                                  
|Exhibit 3.01(a)(ii)(A)  |  | Form of Seller/SPC Certificate (Closing)                                      
|Exhibit 3.01(a)(ii)(B)  |  | Form of Seller/SPC Certificate (Post-Closing)                                 
|Exhibit 3.01(a)(iii)(A) |  | Form of Servicer's Certificate (Closing)                                      
|Exhibit 3.01(a)(iii)(B) |  | Form of Servicer's Certificate (Post-Closing)                                 
|Exhibit 3.01(a)(iv)     |  | Form of Monthly Report                                                        
|Exhibit 10.03           |  | Form of Power of Attorney                                                     
|Exhibit A               |  | Credit and Collection Policy                                                  
|Exhibit B-1             |  | First Amendment to Credit Agreement                                           
|Exhibit B-4             |  | Fourth Amendment to 1992 Note Agreement                                       
|Exhibit B-3             |  | Third Amendment to 1999 Note Agreement                                        
|Exhibit C               |  | Credit Facility Intercreditor Agreement                                       
|Exhibit D               |  | Pledge Agreement                                                              
|Exhibit E               |  | Membership Interest Pledge Agreement                                          
|Exhibit F               |  | Security Agreement                                                            
|Schedule 4.01(b)        |  | Executive Offices; Collateral Locations; Corporate or Other Names; FEIN/Seller
|Schedule 4.01(d)        |  | Litigation                                                                    
|Schedule 4.01(h)        |  | Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt/Seller      
|Schedule 4.01(i)        |  | Tax Matters/Seller                                                            
|Schedule 4.01(r)        |  | Deposit and Disbursement Accounts/Seller                                      
|Schedule 5.01(b)        |  | Trade Names/Seller                                                            
|Schedule 5.03(b)        |  | Existing Liens/Seller                                                         
|Annex 5.02(a)           |  | Reporting Requirements of the Seller                                          
|Annex 7.07              |  | Reporting Requirements of the Servicers                                       
|Annex X                 |  | Definitions                                                                   

iii

---

THIS RECEIVABLES PURCHASE AND SERVICING AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, the
"Agreement") is entered into as of March 28, 2002, by and among K2 FINANCE COMPANY, LLC, a Delaware limited liability company (the
"Seller"), K2 INC., a Delaware corporation (the "Parent"), in its capacity as master servicer
hereunder (in such capacity, the "Master Servicer"), K-2 CORPORATION, an Indiana corporation ("K-2
Corp.") in its capacity as a servicer hereunder, SHAKESPEARE COMPANY, LLC, a Delaware limited liability company ("Shakespeare")
in its capacity as a servicer hereunder, STEARNS INC., a Minnesota corporation ("Stearns") in its capacity as a servicer hereunder, K2
Receivables Corporation, a Delaware corporation ("SPC"), REDWOOD RECEIVABLES CORPORATION, a Delaware corporation (the "Conduit
Purchaser"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Committed Purchaser (the "Committed
Purchaser") and as administrative agent for the Conduit Purchaser and the Committed Purchaser hereunder (in such capacity, the "Administrative
Agent").

RECITALS

A.    The
Seller is a special purpose entity owned by the Originators (as defined below) and SPC.

B.    The
Seller has been formed for the purpose of purchasing, or otherwise acquiring by capital contribution, all trade receivables of the Originators.

C.    The
Seller intends to sell, and subject to the terms and conditions hereof, the Conduit Purchaser and the Committed Purchaser intend to purchase, undivided percentage
interests in such trade receivables, from time to time, as described herein.

D.    The
Administrative Agent has been requested and is willing to act as administrative agent on behalf of each of the Conduit Purchaser and the Committed Purchaser in
connection with the making and financing of such purchases.

E.    In
order to effectuate the purposes of this Agreement, the Conduit Purchaser and the Committed Purchaser each desires to appoint the Parent to service, administer and
collect the receivables acquired
by the Purchasers pursuant to this Agreement and the Parent is willing to act in such capacity as Master Servicer hereunder on the terms and conditions set forth herein.

F.    In
order to effectuate the purposes of this Agreement, the Conduit Purchaser and the Committed Purchaser each desires to appoint each of K-2 Corp.,
Shakespeare and Stearns to service, administer and collect the receivables originated by it and subsequently acquired by the Purchasers pursuant to this Agreement and each of K-2 Corp.,
Shakespeare and Stearns is willing to act in such capacity as a Servicer hereunder on the terms and conditions set forth herein.

AGREEMENT

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

ARTICLE I.        DEFINITIONS AND INTERPRETATION

Section 1.01.Definitions.Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them inAnnex X.

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

---

ARTICLE II.        AMOUNTS AND TERMS OF PURCHASES

Section 2.01.Purchases.From and after the Closing Date and until the Facility Termination Date and
subject to the terms and conditions hereof, the Conduit Purchaser and the Committed Purchaser severally agree to purchase Purchaser Interests (each such purchase hereunder, a
"Purchase") from the Seller from time to time and the Seller agrees to sell such Purchaser Interests to the Purchasers. The obligation of the Conduit
Purchaser to make Purchases hereunder shall be from the Closing Date until the occurrence of either a Committed Purchaser Funding Event or the Facility Termination Date. The obligation of the
Committed Purchaser to make Purchases hereunder shall be from and after the occurrence of a Committed Purchaser Funding Event until the Facility Termination Date. Under no circumstances shall a
Purchaser be obligated to make any Purchase if, after giving effect thereto, a Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the Receivables by the
Purchasers hereunder shall consist of either (i) a purchase made by the applicable Purchasers with new funds provided by such Purchasers (each, a "Capital
Purchase") or (ii) a purchase made by the applicable Purchasers with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this
Agreement (each, a "Reinvestment Purchase"). On each Business Day following the Closing Date until the Facility Termination Date, but subject to Section 3.02hereof, each Purchaser holding a Purchaser Interest at such time shall be automatically deemed to have made a Reinvestment Purchase
with the amount of funds to be distributed to the Seller pursuant toSection 6.03(c), if any.

Section 2.02.Optional Changes in Maximum Purchase Limit.



Section 2.03.Notices Relating to Purchases and Reductions in Capital Investment.



2

---



Section 2.04.Conveyance of Receivables.



3

---



Section 2.05.Facility Termination Date.Notwithstanding anything to the contrary set forth herein, no
Purchaser shall have any obligation to purchase any additional Purchaser Interests from and after the Facility Termination Date.

Section 2.06.Daily Yield.



Section 2.07.Fees.



4

---



Section 2.08.Time and Method of Payments.



Section 2.09.Capital Requirements; Additional Costs.



5

---



Section 2.10.Breakage Costs.The Seller shall pay to the Administrative Agent for the account of either
Purchaser, upon request of such Purchaser, such amount or amounts as shall compensate such Purchaser for any loss, cost or expense incurred by such Purchaser (as determined by such Purchaser) as a
result of any reduction by the Seller in Capital Investment (and accompanying loss of Daily Yield thereon) other than on the maturity date of the Commercial Paper (or other financing source) funding
such Capital Investment, which compensation shall include an amount equal to any loss or expense incurred by such Purchaser during the period from the date of such reduction to (but excluding) the
maturity date of such Commercial Paper (or other financing source) if the rate of interest obtainable by such Purchaser upon the redeployment of funds in an amount equal to such reduction is less than
the interest rate applicable to such Commercial Paper (or other financing source) (any such loss, cost or expense, "Breakage Costs"). The determination
by such Purchaser of the amount of any such loss or expense shall be set forth in a written notice to the Seller in reasonable detail and shall be final, binding and conclusive on the Seller (absent
manifest error) for all purposes.

Section 2.11.Purchase Excess.On each Business Day during the Revolving Period and after completion of
the disbursements specified inSection 6.03, the Administrative Agent shall notify the Seller and the Master Servicer of any Purchase Excess on
such day, and the Seller shall deposit the amount of such Purchase Excess in the Collection Account by 1:00 p.m. (New York time) on the immediately succeeding Business Day.

6

---

ARTICLE III.        CONDITIONS PRECEDENT

Section 3.01.Conditions to Effectiveness of Agreement.Neither the Conduit Purchaser nor the Committed
Purchaser shall be obligated to purchase Purchaser Interests hereunder on the occasion of the initial Purchase, nor shall any Purchaser or the Administrative Agent be obligated to take, fulfill or
perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Purchasers and the Administrative Agent:



7

---



Section 3.02.Conditions Precedent to All Purchases.No Purchaser shall be obligated to purchase
Purchaser Interests hereunder on any Purchase Date if, as of the date thereof:



8

---





provided, that if an involuntary bankruptcy proceeding is filed against any Originator and such proceeding has not been dismissed, the Purchasersshallcease to purchase Purchaser Interests hereunder and the Seller shall cease to purchase Receivables under the Sale and Contribution Agreement; provided, further, that the Purchasers may resume
purchasing Purchaser Interests hereunder and the Seller may resume purchasing Transferred Receivables under the Sale and Contribution Agreement if, within ten days after any such filing,
(i) the applicable Originator, the Seller, the Administrative Agent or any Purchaser shall have obtained an order from the court conducting such involuntary bankruptcy proceeding
(A) authorizing the Originator to continue to make the transfers of Transferred Receivables under the Sale and Contribution Agreement and (B) confirming that such sales, and any security
interest related thereto, will not be voidable as a postpetition transaction under Section 549 of the Bankruptcy Code or in any other similar proceedings and (ii) counsel to the
applicable Originator and to the Seller shall have reaffirmed the conclusions of the true sale and nonconsolidation opinions delivered pursuant to Section 3.01(a) of the Purchase Agreement,
which reaffirmation shall be reasonably acceptable to the Administrative Agent and the Purchasers.

The
delivery by the Seller of a Capital Purchase Request and the acceptance by the Seller of the funds from such Capital Purchase on any Purchase Date shall be deemed to constitute, as
of any such Purchase Date, a representation and warranty by the Seller that the conditions in thisSection 3.02have been satisfied.

ARTICLE IV.        REPRESENTATIONS AND WARRANTIES

Section 4.01.Representations and Warranties of the Seller and SPC.To induce each Purchaser to purchase
the Purchaser Interests and the Administrative Agent to take any action hereunder, each of SPC (only with respect to itself) and the Seller makes the following representations and warranties to each
Purchaser and the Administrative Agent as of the Closing Date and, except to the extent provided otherwise below, as of each Purchase Date, each and all of which shall survive the execution and
delivery of this Agreement.



9

---



10

---



11

---



12

---



13

---



14

---



Section 4.02.Representations and Warranties of the Servicers.To induce the Purchasers to purchase the
Purchaser Interests and the Administrative Agent to take any action required to be performed by it hereunder, each Servicer represents and warrants to the Purchasers and the Administrative Agent,
which representation and warranty shall survive the execution and delivery of this Agreement, that each of the representations and warranties of each Servicer (whether made by such Servicer in its
capacity as an Originator or as Servicer) contained in any Related Document is true and correct and, if made by such Servicer in its capacity as an Originator, applies with equal force to such
Servicer in its capacity as Servicer, and each Servicer hereby makes each such representation and warranty to, and for the benefit of, the Purchasers and the Administrative Agent as if the same were
set forth in full herein.

15

---



ARTICLE V.        GENERAL COVENANTS OF THE SELLER AND SPC

Section 5.01.Affirmative Covenants of the Seller and SPC.Each of the Seller and SPC (with respect to
itself only) covenants and agrees that from and after the Closing Date and until the Termination Date:



16

---



Section 5.02.Reporting Requirements of the Seller.



Section 5.03.Negative Covenants of the Seller and SPC.Each of SPC (with respect to itself only) and the
Seller covenants and agrees that, without the prior written consent of the Purchasers and the Administrative Agent, from and after the Closing Date until the Termination Date:



17

---



18

---



ARTICLE VI.        COLLECTIONS AND DISBURSEMENTS

Section 6.01.Establishment of Accounts.



19

---



20

---



Section 6.02.Funding of Collection Account.



21

---



Section 6.03.Daily Disbursements From the Collection Account; Revolving Period.On each Business Day no
later than 1:00 p.m. (New York time) during the Revolving Period, and following the transfers made pursuant toSection 6.02, the
Administrative Agent shall disburse the amount of all Collections then on deposit in the Collection Account and its related subaccounts in the following priority:



22

---



Section 6.04.Disbursements From the Retention Account; Settlement Date and Daily Procedures; Revolving
Period.



23

---







24

---

Section 6.05.Liquidation Settlement Procedures.On each Business Day from and after the Facility
Termination Date until the Termination Date, the Administrative Agent shall, as soon as practicable, (A) to the extent the Seller has any deposit accounts (other than any Lockbox Account)
holding Collections or the proceeds thereof, shall transfer all amounts on deposit therein to the Collection Account, (B) shall transfer all amounts then on deposit in the Retention Account to
the Collection Account, and (C) shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)and amounts which are
not allocable to the Purchaser Interests), in the following priority:



Section 6.06.Investment of Funds in Accounts.Prior to a Committed Purchaser Funding Event, to the
extent uninvested amounts are on deposit in the Retention Account on any given day during the Revolving Period, the Administrative Agent shall invest all such amounts in Permitted Investments selected
by the Administrative Agent that mature no later than the immediately succeeding Settlement Date. From and after the Facility Termination Date, any investment of such amounts shall be solely at the
discretion of the Administrative Agent, subject to the restrictions described above. All proceeds of any such investment shall be deposited upon receipt into the Retention Account.

Section 6.07.Termination Procedures.



25

---



ARTICLE VII.        SERVICER PROVISIONS

Section 7.01.Appointment of the Servicers.Each of the Conduit Purchaser and the Committed Purchaser
hereby appoints the Master Servicer as its agent, and the Seller hereby acknowledges such appointment, to service the Transferred Receivables and enforce its (and the applicable Originator's) rights
and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant toSections
9.02or11.01. Each of the Conduit Purchaser and the Committed Purchaser hereby appoints each other Servicer as its agent, and
the Seller hereby acknowledges such appointment, to service the Transferred Receivables originated by such Servicer and enforce its rights and interests in and under each Transferred Receivable and
Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant toSections 9.02or 11.01. In connection therewith,
the Master Servicer and each other Servicer hereby accepts such appointment and agrees to perform the duties and
obligations set forth herein. Each Servicer may, with the prior written consent of each Purchaser and the Administrative Agent, subcontract with a Sub-Servicer for the collection,
servicing or administration of the Transferred Receivables;provided, that (a) the Master Servicer and such assigning Servicer shall remain
liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof and (b) any Sub-Servicing Agreement that may be entered into
and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and such Servicer alone,
and the Purchasers and the Administrative Agent shall not be deemed parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer.

Section 7.02.Duties and Responsibilities of the Servicers.Subject to the provisions of this Agreement,
the Master Servicer shall conduct the servicing, administration and collection of the Transferred Receivables and shall take, or cause to be taken, all actions that (i) may be necessary or
advisable to service, administer and collect each Transferred Receivable from time to time, (ii) the Master Servicer
would take if the Transferred Receivables were owned by such Servicer, and (iii) are consistent with industry practice for the servicing of such Transferred Receivables. Subject to the
provisions of this Agreement, each other Servicer shall conduct the servicing, administration and collection of the Transferred Receivables originated by it and shall take, or cause to be taken, all
actions that (i) may be necessary or advisable to service, administer and collect such Transferred Receivables from time to time, (ii) such Servicer would take if the Transferred
Receivables were owned by such Servicer, and (iii) are consistent with industry practice for the servicing of such Transferred Receivables.

Section 7.03.Collections on Receivables.



26

---



Section 7.04.Authorization of the Servicers.Each of the Conduit Purchaser and the Committed Purchasers
hereby authorizes each Servicer, and the Seller acknowledges such authorization, to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the
ownership of the Purchaser Interests purchased by such Purchaser hereunder and the pledge of the Conduit's Purchaser Interest by the Conduit Purchaser to the Collateral Agent pursuant to the
Collateral Agent Agreement, in the determination of such Servicer, to (a) collect all amounts due under any Transferred Receivable (or, with respect to each Servicer other than the Master
Servicer, any Transferred Receivable originated by it), including endorsing its name on checks and other instruments representing Collections on such Receivable, and execute and deliver any and all
instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to any such Receivable and (b) after any Transferred
Receivable (or, with respect to each Servicer other than the Master Servicer, any Transferred Receivable originated by it)
becomes a Defaulted Receivable and to the extent permitted under and in compliance with applicable law and regulations, commence proceedings with respect to the enforcement of payment of any such
Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to
own such Receivable. Each Originator, the Seller, the Administrative Agent and each Purchaser shall furnish each Servicer with any powers of attorney and other documents necessary or appropriate to
enable such Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Purchasers and the Administrative Agent shall have
the absolute and unlimited right to direct the Servicers (whether such Servicer is the Parent or otherwise) (i) to commence or settle any legal action to enforce collection of any Transferred
Receivable or (ii) to foreclose upon, repossess or take any other action that the Administrative Agent deems necessary or advisable with respect thereto; provided, that in lieu of commencing any
such action or taking other enforcement action, such Servicer may, at its option, elect to (x) pay to
the Applicable Purchaser, the Capital Investment with respect to its Purchaser Interest in such Transferred Receivable or (y) replace such Transferred Receivable with an Eligible Receivable(s)
of equal or greater amount to the Capital Investment with respect to the Purchasers' Purchaser Interest in such Transferred Receivable. In no event shall any Servicer be entitled to make any Affected
Party a party to any Litigation without such Affected Party's express prior written consent, or to make the Seller a party to any Litigation without the Administrative Agent's consent.

Section 7.05.Servicing Fees.



27

---



Section 7.06.Representations and Warranties of the Servicers.To induce the Purchasers to purchase the
Purchaser Interests and the Administrative Agent to take any action required to be performed by it hereunder, each Servicer represents and warrants to the Purchasers and the Administrative Agent,
which representation and warranty shall survive the execution and delivery of this Agreement:



28

---



Section 7.07.Covenants of the Servicers.Each Servicer covenants and agrees that from and after the
Closing Date and until the Termination Date:



Section 7.08.Reporting Requirements of the Servicers.Each Servicer hereby agrees that, from and after
the Closing Date and until the Termination Date, it shall deliver or cause to be delivered to the

29

---

Purchasers and the Administrative Agent the financial statements, notices, and other information at the times, to the Persons and in the manner set forth inAnnex
5.02(a).

ARTICLE VIII.        GRANT OF SECURITY INTERESTS

Section 8.01.Seller's Grant of Security Interest.The parties hereto intend that each Purchase of
Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing,
in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a
security agreement under applicable law. In such regard and, in any event, to secure the prompt and complete payment, performance and observance of all Seller Secured Obligations, and to induce the
Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by it hereunder in accordance with the terms and conditions thereof, the
Seller hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent, for the benefit of itself, the Conduit Purchaser and the Committed Purchaser, a Lien upon and
security interest in all of its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by
or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as
the "Seller Collateral"):



30

---



Section 8.02.Seller's Certification.The Seller hereby certifies that (a) the benefits of the
representations, warranties and covenants of each Originator and Parent Guarantor to the Seller under the Sale and Contribution Agreement have been assigned by the Seller to the Administrative Agent
on behalf of the Purchasers hereunder; (b) the rights of the Seller to require a capital contribution from the Originators or to require payment of a Rejected Amount from an Originator under
the Sale and Contribution Agreement may be enforced by the Purchasers and the Administrative Agent; and (c) the Sale and Contribution Agreement provides that the representations, warranties and
covenants described inSections 4.01,4.02and4.03thereof, the indemnification and payment provisions ofArticle Vthereof and the provisions ofSections
4.03(j),8.03and8.14thereof shall survive the sale of the Transferred
Receivables (and undivided percentage ownership interests therein) and the termination of the Sale and Contribution Agreement and this Agreement. The Seller hereby acknowledges that the Conduit
Purchaser has assigned to the Collateral Agent under the Collateral Agent Agreement the benefits of the representations, warranties and covenants certified in Section 8.02(a)to have been assigned
to the Conduit Purchaser.

Section 8.03.Consent to Assignment.Each of the Seller and the Servicers acknowledges and consents to
the grant by the Conduit Purchaser to the Collateral Agent pursuant to the Collateral Agent Agreement of a Lien upon all of the Conduit Purchaser's rights, title and interest in, to and under the
Seller Collateral and acknowledges the rights of the Collateral Agent thereunder and the covenants made by the Conduit Purchaser in favor of the Collateral Agent set forth therein, and further
acknowledges and consents that, upon the occurrence and during the continuance of an Incipient Termination Event or a Termination Event prior to a Committed Purchaser Funding Event, the Collateral
Agent shall be entitled to enforce the provisions of the Seller Assigned Agreements and shall be entitled to all the rights and remedies of the Conduit Purchaser thereunder. In addition, each of the
Seller and the Servicers hereby authorizes the Collateral Agent to rely on the representations and warranties made by it in the Seller Assigned Agreements to which it is a party and in any other
certificates or documents furnished by it to any party in connection therewith.

Section 8.04.Delivery of Collateral.All certificates or instruments representing or evidencing the
Seller Collateral shall be delivered to and held by or on behalf of the Administrative Agent and shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments
of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have the right (a) at any time to exchange certificates or
instruments representing or evidencing Seller Collateral for certificates or instruments of smaller or larger denominations and (b) at any time in its discretion following the occurrence and
during the continuation of a Termination Event and without notice to the Seller, to transfer to or to register in the name of the Administrative Agent or its nominee any or all of the Seller
Collateral. The Seller will, (A) at all times from and after the date hereof, clearly and conspicuously mark its computer and master data processing books and records with a legend describing
the Administrative Agent's interest (on behalf of the Purchasers) in the Receivables and (B) segregate (from all other receivables then owned or being serviced by the Seller) all contracts
relating to each Receivable.

31

---



Section 8.05.Seller Remains Liable.It is expressly agreed by the Seller that, anything herein to the
contrary notwithstanding, the Seller shall remain liable under any and all of the Transferred Receivables, the Contracts therefor, the Seller Assigned Agreements and any other agreements constituting
the Seller Collateral to which it is a party to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Purchasers, the Administrative Agent, the
Collateral Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this
Agreement or the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, Purchasers, the Collateral Agent or any Purchaser Secured
Party of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Administrative Agent of any of its respective rights under this Agreement shall not release any
Originator, the Seller or any Servicer from any of their respective duties or obligations under any such Receivables, Contracts or agreements. None of the Purchasers, the Administrative Agent, the
Collateral Agent or any of the Conduit Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations of any Originator, the Seller or any Servicer
under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of
any performance by any party under any such Receivable, Contract or agreement, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any
amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 8.06.Covenants of the Seller and the Servicers Regarding the Seller Collateral.



32

---



33

---



Section 8.07.License for Use of Software and Other Intellectual Property.Unless expressly prohibited by
the licensor thereof or any provision of applicable law, if any, the Seller hereby grants to the Administrative Agent and the Purchasers a non-exclusive license to use, without charge:



in
each case, as it pertains to the Seller, or any rights to any of the foregoing, in the advertising for sale, and selling any of the Seller Collateral, or exercising of any other remedies hereto.
The Seller agrees that the Seller's rights under all licenses and franchise agreements shall inure to the Administrative Agent's and Purchasers' benefit. To the extent the grant of the aforesaid
license described is expressly prohibited by the licensor thereof, the Seller shall exercise its best efforts to obtain the consent of such licensor to the Seller's grant to the Administrative Agent
and the Purchasers of such license. Each of the Administrative Agent and the Purchasers agrees not to use any such license without giving the Seller and Master Servicer prior notice and unless a
Termination Event has occurred and is continuing.

34

---

ARTICLE IX.    TERMINATION EVENTS

Section 9.01.Termination Events.If any of the following events (each, a
"Termination Event") shall occur (regardless of the reason therefor):



35

---



36

---



then,
and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Purchaser or the Administrative Agent, by notice to the Seller, declare the Facility
Termination Date to have occurred without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller;provided,that the Facility Termination Date shall
automatically occur (i) upon the occurrence of any of the Termination Events described inSections 9.01(c), (d), (e)or(r)or (ii) three days after the occurrence of the Termination Event described
inSection 9.01(a)(i)if the same shall not have been remedied by such time, in each case without demand, protest or any notice of any kind, all
of which are hereby expressly waived by the Seller.

Section 9.02.Events of Servicer Termination.If any of the following events (each, an
"Event of Servicer Termination") shall occur (regardless of the reason therefor):



37

---



38

---



then,
and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Purchasers or the Administrative Agent, terminate the servicing responsibilities of any
or all of the Servicers hereunder by delivery of a Servicer Termination Notice to the Seller and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are
hereby waived by the Servicers. Upon the delivery of any such notice, all authority and power of the Servicer(s) being terminated under this Agreement and the Sale and Contribution Agreement shall
pass to and be vested in its or their Successor Servicer(s) acting pursuant toSection 11.02;provided, that notwithstanding anything to the contrary
herein, each terminated Servicer agrees to continue to follow the procedures set forth inSection 7.02with respect to Collections on the Transferred Receivables until its Successor Servicer has
assumed the responsibilities and obligations of such Servicer in
accordance withSection 11.02.

39

---



ARTICLE X.        REMEDIES

Section 10.01.Actions Upon Termination Event.If any Termination Event shall have occurred and be
continuing and the Administrative Agent shall have declared the Facility Termination Date to have occurred or the Facility Termination Date shall be deemed to have occurred pursuant to Section 9.01,
 then the Administrative Agent may exercise in respect of the Seller Collateral, in addition to any and all other rights and
remedies granted to it hereunder, under any other Related Document or under any other instrument or agreement securing, evidencing or relating to the Seller Secured Obligations or otherwise available
to it, all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive), and, in addition, may take the following actions:



40

---



Section 10.02.Exercise of Remedies.No failure or delay on the part of the Administrative Agent in
exercising any right, power or privilege under this Agreement and no course of dealing between any Originator, Parent Guarantor, the Seller or any Servicer, on the one hand, and the Administrative
Agent, on the other hand, shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other
or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative, may be exercised singly or
concurrently, and are not exclusive of any rights or remedies that the Administrative Agent would otherwise have at law or in equity. No notice to or demand on any party hereto shall entitle such
party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the party providing such notice or making such demand to any other or further
action in any circumstances without notice or demand.

Section 10.03.Power of Attorney.On the Closing Date, each of the Seller and each Servicer shall execute
and deliver a power of attorney substantially in the form attached hereto asExhibit 10.03(each, a
"Power of Attorney"). The power of attorney granted pursuant to each Power of Attorney is a power coupled with an interest and shall be irrevocable
until all of the Seller Secured Obligations are indefeasibly paid or otherwise satisfied in full. The powers conferred on the Administrative Agent under each Power of Attorney are solely to protect
the Purchaser's Liens upon and interests in the Seller Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers. The Administrative Agent shall not be
accountable for any amount other than amounts that it actually receives as a result of the exercise of such powers and none of the Administrative Agent's officers, directors, employees, agents or
representatives shall be responsible to the Seller or any Servicer for any act or failure to act, except in respect of damages attributable solely to their own gross negligence or willful misconduct
as finally determined by a court of competent jurisdiction.

Section 10.04.Continuing Security Interest.This Agreement shall create a continuing Lien in the Seller
Collateral until the conditions to the release of the Liens of the Purchaser and the Administrative Agent thereon set forth inSection 6.07(b)have been satisfied.

ARTICLE XI.        SUCCESSOR SERVICER PROVISIONS

Section 11.01.Servicer Not to Resign.No Servicer shall resign from the obligations and duties hereby
imposed on it except upon a determination that (a) the performance of its duties hereunder has become impermissible under applicable law or regulation and (b) there is no reasonable
action that such Servicer could take to make the performance of its duties hereunder become permissible under applicable law. Any such determination shall (i) with respect to clause (a)above,
be evidenced by an opinion of counsel to such effect and (ii) with respect to clause (b)above, be evidenced by an Officer's Certificate to such effect, in each case delivered to the Purchaser
and the Administrative Agent.
No such resignation with respect to the Master Servicer shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Master Servicer in accordance
withSection 11.02, and no such resignation with respect to any Servicer other than the Master Servicer shall become effective until the Master
Servicer shall have assumed the responsibilities and obligations of such Servicer.

41

---

Section 11.02.Appointment of a Successor Servicer.In connection with the termination of any Servicer's
responsibilities pursuant toSection 9.02or the resignation by the Master Servicer under this Agreement pursuant to Section 11.01, the
Administrative Agent shall (a) succeed to and assume all of such Servicer's responsibilities, rights, duties and
obligations as a Servicer (but not in any other capacity, it being specifically understood that the Administrative Agent shall not assume any of the obligations of the
Servicer set forth inSection 12.02) under this Agreement (and except that the Administrative Agent makes no representations and warranties
pursuant toSection 4.02) and (b) may at any time appoint a successor servicer to such Servicer that shall be acceptable to the
Administrative Agent, that shall have satisfied the Rating Agency Condition in respect thereof and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of such
Servicer under this Agreement (the Administrative Agent, in such capacity, or such successor servicer to a Servicer being referred to as a "Successor
Servicer");provided, that a Successor Servicer shall have no responsibility for any actions of any Servicer prior to the date
of its appointment or assumption of duties as a Successor Servicer. In selecting a Successor Servicer, the Administrative Agent may obtain bids from any potential Successor Servicer and may agree to
any bid it deems appropriate. A Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Administrative Agent an instrument in form and substance acceptable to
the Administrative Agent. In connection with the termination of any Servicer's responsibilities pursuant toSection 9.02or the resignation by
the Master Servicer under this Agreement pursuant toSection 11.01, any Sub-Servicing Agreement to which such Servicer is a party
shall be terminated.

Section 11.03.Duties of the Servicers.Each Servicer covenants and agrees that, following the
appointment of, or assumption of duties by, its Successor Servicer:



Section 11.04.Effect of Termination or Resignation.Any termination of or resignation by any Servicer
hereunder shall not affect any claims that the Seller, the Purchasers, or the Administrative Agent may have against any Servicer for events or actions taken or not taken by any Servicer arising prior
to any such termination or resignation.

ARTICLE XII.        INDEMNIFICATION

Section 12.01.Indemnities by the Seller.



42

---



43

---



Section 12.02.Indemnities by the Servicers.



Section 12.03.Limitation of Damages; Indemnified Persons.NO INDEMNIFIED PERSON
SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING
CLAIMS DERIVATIVELY THROUGH
SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

44

---

ARTICLE XIII.        AGENT

Section 13.01.Authorization and Action.



Section 13.02.Reliance.None of the Administrative Agent, any of its Affiliates or any of their
respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the other Related
Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of
the foregoing, and notwithstanding any term or provision hereof to the contrary, the Seller, each Servicer, the Conduit Purchaser and the Committed Purchaser hereby acknowledge and agree that the
Administrative Agent (a) acts as agent hereunder for the Conduit Purchaser and the Committed Purchaser and has no duties or obligations to, shall incur no liabilities or obligations to, and
does not act as an agent in any capacity for, the Seller (other than, with respect to the Administrative Agent, under the Power of Attorney with respect to remedial actions) or the Originators,
(b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts, (c) makes no representation or warranty hereunder to any Affected Party and shall not be responsible to any such Person for
any statements, representations or warranties made in or in connection with this Agreement or the other Related Documents, (d) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this Agreement, or the other Related Documents on the part of the Seller, any Servicer, the Conduit Purchaser or the Committed
Purchaser or to inspect the property (including the books and records) of the Seller, the Servicers, the Conduit Purchaser or the Committed Purchaser, (e) shall not be responsible to the
Seller,
any Servicer or any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Related Documents or any other instrument or
document furnished pursuant hereto or thereto, (f) shall incur no liability under or in respect of this Agreement or the other Related Documents by acting upon any notice, consent, certificate
or other instrument or writing believed by it to be genuine and signed, sent or communicated by the proper party or parties and (g) shall not be bound to make any investigation into the facts
or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters. Notwithstanding the foregoing, the Administrative Agent acknowledges that it has
a duty to transfer funds between and among the Accounts and the Collection Account, and make investments of funds on deposit in the Retention Account, in accordance with Article VIand the
instructions of the Master Servicer.

Section 13.03.GE Capital and Affiliates.GE Capital and its Affiliates may generally engage in any kind
of business with any Obligor, the Originators, the Seller, any Servicer, the Conduit Purchaser or the Committed Purchaser, any of their respective Affiliates and any Person who may do business with or
own securities of such Persons or any of their respective Affiliates, all as if GE Capital were not the Administrative Agent and without the duty to account therefor to any Obligor, any Originator,
the Seller, any Servicer, any Purchaser or any other Person.

45

---

ARTICLE XIV.        MISCELLANEOUS

Section 14.01.Notices.Except as otherwise provided herein, whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires
to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing
and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States Mail, registered or
certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by facsimile (with such facsimile promptly confirmed by delivery of a copy by personal
delivery or United States Mail as otherwise provided in thisSection 14.01), (c) one Business Day after deposit with a reputable overnight
courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or
facsimile number set forth under its name on the signature page hereof or to such other address (or facsimile number) as may be substituted by notice given as herein provided. The giving of any notice
required hereunder may be waived in writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other
communication to any Person
(other than the Conduit Purchaser, the Committed Purchaser and the Administrative Agent) designated in any written notice provided hereunder to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it is provided herein that a notice is to be given to any
other party hereto by a specific time, such notice shall only be effective if actually received by such party prior to such time, and if such notice is received after such time or on a day other than
a Business Day, such notice shall only be effective on the immediately succeeding Business Day.

Section 14.02.Binding Effect; Assignability.



46

---



Section 14.03.Termination; Survival of Seller Secured Obligations Upon Facility Termination Date.



Section 14.04.Costs, Expenses and Taxes.(a) The Seller shall reimburse each Purchaser and the
Administrative Agent for all out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Documents (including all
out-of-pocket expenses of the Administrative Agent and the Purchasers incurred in connection with their field audit and due diligence and the reasonable fees and expenses of
all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the
Conduit Purchaser, the Committed Purchaser and the Administrative Agent for all fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors (including
management consultants and appraisers, and, so long as notice is given prior to the use of environmental consultants and an itemized bill is provided at the time the Conduit Purchaser, the Committed
Purchaser, or the Administrative Agent seeks reimbursement for the fees, costs and expenses related to the use of such consultants, environmental consultants) for advice, assistance, or other
representation in connection with:



47

---





including
all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings, and all expenses,
costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 14.04, all of which shall be payable,
promptly on demand, by the Seller to the Conduit Purchaser, the Committed Purchaser or the
Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental
advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses;
long distance telephone charges; air express charges; telegram or facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the
performance of such legal or other advisory services.



Section 14.05.Confidentiality.



48

---



Section 14.06.No Proceedings.Each of the Seller and each Servicer hereby agrees that, from and after
the Closing Date and until the date one year plus one day following the date on which the Commercial Paper with the latest maturity has been paid in full in cash, it will not, directly or indirectly,
institute or cause to be instituted against the Conduit Purchaser or the Committed Purchaser any proceeding of the type referred to inSections 9.01(c)and9.01(d). ThisSection 14.06shall survive the termination of this Agreement.

Section 14.07.Complete Agreement; Modification of Agreement.This Agreement and the other Related
Documents constitute the complete agreement among the parties hereto with respect to the subject matter here of and thereof, supersede all prior agreements and understandings relating to the subject
matter hereof and thereof, and may not be modified, altered or amended except as set forth inSection 14.08.

Section 14.08.Amendments and Waivers.No amendment, modification, termination or waiver of any provision
of this Agreement or any of the other Related Documents, or any consent to any departure by the Seller or any Servicer therefrom, shall in any event be effective unless the same shall be in writing
and signed by each of the parties hereto or thereto and by the Collateral Agent;provided, that (i) the Administrative Agent shall notify each of
the Rating Agencies concurrently with the execution of
any amendment to any provision of this Agreement or any of the other Related Documents, and (ii) it shall be a condition precedent to the effectiveness of any material amendment to any
provision of this Agreement or any of the other Related Documents that the Rating Agency Condition shall have been satisfied in respect thereof.

Section 14.09.No Waiver; Remedies.The failure by the Conduit Purchaser, the Committed Purchaser or the
Administrative Agent, at any time or times, to require strict performance by the Seller or any Servicer of any provision of this Agreement or any Purchase Assignment shall not waive, affect or
diminish any right of any Purchaser or the Administrative Agent thereafter to demand strict compliance and performance herewith or therewith. Any suspension or waiver of any breach or default
hereunder shall not suspend, waive or affect any other breach or default whether the same is prior or subsequent thereto and whether the same or of a different type. None of the undertakings,
agreements, warranties, covenants and representations of the Seller or any Servicer contained in this Agreement or any Purchase Assignment, and no breach or default by the Seller or any Servicer
hereunder or thereunder, shall be deemed to have been suspended or waived by any Purchaser or the Administrative Agent unless such waiver or suspension is by an instrument in writing signed by an
officer of or other duly authorized signatory of the Conduit Purchaser, the Committed Purchaser, the Collateral Agent and the Administrative Agent and directed to the Seller or such Servicer, as
applicable, specifying such suspension or waiver. The rights and remedies of the Conduit Purchaser, the Committed Purchaser, the Collateral Agent and the Administrative Agent under this Agreement
shall be cumulative and nonexclusive of any other rights and remedies that the Conduit Purchaser, the Committed Purchaser, the Collateral Agent and the Administrative Agent may have under any other
agreement, including the other Related Documents, by operation of law or otherwise. Recourse to the Seller Collateral shall not be required.

Section 14.10.GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.



49

---



50

---



Section 14.11.Counterparts.This Agreement may be executed in any number of separate counterparts, each
of which shall collectively and separately constitute one agreement.

Section 14.12.Severability.Wherever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or
the remaining provisions of this Agreement.

Section 14.13.Section Titles.The section titles and table of contents contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 14.14.Limited Recourse.The obligations of the Conduit Purchaser and the Committed Purchaser
under this Agreement and all Related Documents are solely the corporate obligations of each such Purchaser. No recourse shall be had for the payment of any amount owing in respect of Purchases or for
the payment of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement or any other Related Document against any Stockholder, employee, officer, director, agent
or incorporator of such Purchaser. Any accrued obligations owing by the Conduit Purchaser or the Committed Purchaser under this Agreement shall be payable by such Purchaser solely to the extent that
funds are available therefor from time to time in accordance with the provisions ofArticle VIof this Agreement, and, with respect to the
Conduit Purchaser, in accordance withArticle VIof the Collateral Agent Agreement (and such accrued obligations shall not be extinguished until
paid in full). The Conduit Purchaser shall not, and shall not be obligated to, pay any amount pursuant to the Related Documents unless (i) the Conduit Purchaser has received funds which may be
used to make such payment pursuant to the Program Documents, and (ii) after giving effect to such payment, either (A) the Conduit Purchaser could issue Commercial Paper to refinance all
outstanding Commercial Paper (assuming such outstanding Commercial Paper matured at such time) without violating the Program Documents, or (B) all Commercial Paper is paid in full. Any amount
which the Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or an
obligation of the Conduit Purchaser for any insufficiency unless and until the Conduit Purchaser satisfies the provisions of such preceding sentence. This Section 14.14shall survive the
termination of this Agreement.

Section 14.15.Further Assurances.



51

---



52

---



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

| |  | K2 FINANCE COMPANY, LLC,
as the Seller                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                       
| |  |                                                                                                                          
| |  | Name:                                                                                                                    
| |  | Title:                                                                                                                   
| |  | Address:
4900 South Eastern Avenue, #200
Los Angeles, CA 90040
Attention: John J. Rangel
Facsimile: (323) 724-0355       
| |  | K2 RECEIVABLES CORPORATION,
as the SPC                                                                                   
| |  | By                                                                                                                       
| |  |                                                                                                                          
| |  | Name:                                                                                                                    
| |  | Title:                                                                                                                   
| |  | Address:4900 South Eastern Avenue, #200
Los Angeles, CA 90040
Attention: John J. Rangel                                  
| |  | K2 INC.,
as the Master Servicer                                                                                          
| |  | By                                                                                                                       
| |  |                                                                                                                          
| |  | Name:                                                                                                                    
| |  | Title:                                                                                                                   
| |  | Address:4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel
Facsimile: (323) 724-0470

---

| |  | K-2 CORPORATION,
as a Servicer                                                                                            
| |  | --------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                        
| |  |                                                                                                                           
| |  | Name:                                                                                                                     
| |  | Title:                                                                                                                    
| |  | Address:
19215 Vashon Highway, SW
Vashon, Washington 98070
Attention: John J. Rangel
Facsimile: (323) 724-0470            
| |  | With a copy to:
4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel                   
| |  | SHAKESPEARE COMPANY, LLC,
as a Servicer
By: K2 INC., its Manager                                                          
| |  | By                                                                                                                        
| |  |                                                                                                                           
| |  | Name:                                                                                                                     
| |  | Title:                                                                                                                    
| |  | Address:
4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel
Facsimile: (323) 724-0470
| |  | STEARNS INC.,
as a Servicer                                                                                               
| |  | By                                                                                                                        
| |  |                                                                                                                           
| |  | Name:                                                                                                                     
| |  | Title:                                                                                                                    
| |  | Address:
1100 Stearns Drive
Sauk Rapids, Minnesota 56379
Attention: John J. Rangel
Facsimile: (323) 724-0470              
| |  | With a copy to:
4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel                   

---

| |  | REDWOOD RECEIVABLES CORPORATION, as the
Conduit Purchaser                                                                                                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                                                             
| |  |                                                                                                                                                                
| |  | Name:                                                                                                                                                          
| |  |                                                                                                                                                                
| |  | Address:
c/o General Electric Capital Corporation
3001 Summer Street, 2nd Floor
Stamford, Connecticut 06927
Telephone: (203) 602-9330
Facsimile: (203) 961-2953
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,
as Committed Purchaser                                                                                                   
| |  | By                                                                                                                                                             
| |  |                                                                                                                                                                
| |  | Name:                                                                                                                                                          
| |  |                                                                                                                                                                
| |  | Address:
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice PresidentPortfolio/K2
Telephone: (203) 316-7607
Facsimile: (203) 316-7821            
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent                                                                                                  
| |  | By                                                                                                                                                             
| |  |                                                                                                                                                                
| |  | Name:                                                                                                                                                          
| |  |                                                                                                                                                                
| |  | Address:
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice PresidentPortfolio/K2
Telephone: (203) 316-7607
Facsimile: (203) 316-7821            

---

| |  | ACKNOWLEDGED AND AGREED:                                                                                                              
| |  | --------------------------------------------------------------------------------------------------------------------------------------
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,
as Collateral Agent                                                                             
| |  | By                                                                                                                                    
| |  |                                                                                                                                       
| |  | Name:                                                                                                                                 
| |  |                                                                                                                                       
| |  | Address:
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice President
Telephone: (203) 316-7607
Facsimile: (203) 316-7821

---

QuickLinks