ASSET PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT, dated as of April 1, 2006, is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Purchaser”), and IKON OFFICE SOLUTIONS, INC., an Ohio corporation (including as successor by merger to IOS Capital, LLC, the “Seller”), each of which agrees as follows:

ARTICLE I

DEFINITIONS

          Section 1.01. Certain Defined Terms. Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A to, or elsewhere in, this Agreement.

          Section 1.02. Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:

          (a) when a reference is made in this Agreement to an article, section, exhibit or schedule, such reference is to an Article or Section of, or an Exhibit or a Schedule to, this Agreement unless otherwise indicated;

          (b) whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

          (c) the words “the date hereof” and words of similar import, when used in this Agreement, refer to April 1, 2006;

          (d) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; and

          (e) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

ARTICLE II

PURCHASE AND SALE

          Section 2.01. Purchased Assets.

          (a) Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, as of the date hereof, the Purchaser shall purchase (or shall cause one or more Acquiring Entities to purchase) from the Seller, and the Seller shall sell, assign, transfer and convey (or shall cause one or more of its Affiliates to sell, assign, transfer and convey) to the Purchaser (or one or more Acquiring Entities) the Purchased Assets.

          (b) Excluded Assets. The Seller shall not sell, assign, transfer or convey (or cause any Affiliate to sell, assign, transfer or convey) to the Purchaser or any Acquiring Entity, and neither the Purchaser nor any Acquiring Entity shall purchase, any Excluded Assets.

          (c) Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, effective as of the date hereof, the Seller shall assign and delegate to the Purchaser (or one or more Acquiring Entities), and the Purchaser shall (or shall cause one or more Acquiring Entities to) assume and be obligated to pay when due, perform, or otherwise discharge, only the Assumed Liabilities.

          (d) Excluded Liabilities. Neither the Purchaser nor any Acquiring Entity shall assume or otherwise become liable for any Excluded Liabilities.

          Section 2.02. The Purchase Price. The purchase price to be paid by the Purchaser for the Purchased Assets shall be an amount equal to (a) the aggregate book value of the Purchased Assets (determined in accordance with Sections 2.05 and 5.05) minus (b) the aggregate amount of the Assumed Liabilities, in each case, as reflected on the Final Adjusted Closing Date Schedule plus (c) the Premium (the “Purchase Price”).

          Section 2.03. The Closing. The Closing of the sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be held at the New York City offices of Weil, Gotshal & Manges LLP.

          Section 2.04. Closing Deliveries and Payments.

          (a) Effective as of the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

     (i) one or more bills of sale and assignment and assumption agreements, each substantially in the form attached hereto as Exhibit D (the “Bills of Sale”), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate to the Purchaser (or one or more Acquiring Entities) the Assumed Liabilities, together with such other transfer instruments or documents as may be necessary or desirable to transfer, or evidence the transfer, of each Purchased Financing Contract and each other Purchased Asset to the Purchaser or the applicable Acquiring Entity, as may be reasonably requested by the Purchaser in a form mutually agreeable to the Seller and the Purchaser;

     (ii) a receipt or receipts for the Initial Payment;

     (iii) opinions, dated as of the date hereof, from Cravath, Swaine & Moore LLP and Vorys, Sater, Seymour and Pease LLP, legal counsel to the Seller;

     (iv) (A) each of the Ancillary Agreements, executed by the Seller and each Affiliate party thereto, and (B) any and all escrows, deposits, security, impounds, accounts or other Credit Enhancements or additional collateral relating to any Purchased Asset;

     (v) (A) the amendments set forth on Schedule 5.08(a) executed by the parties thereto (including Ambac) and the Seller, if a party thereto and (B) any ratings confirmations from any rating agencies required under the Securitization Documents; and

     (vi) an affidavit of non-foreign status of the Seller that complies with Section 1445 of the Code.

     (b) At the Closing:

     (i) the Purchaser shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment, by wire transfer of immediately available funds, to an account designated to the Purchaser in writing by the Seller; and

     (ii) the Purchaser shall deliver or cause to be delivered to the Seller:

     (A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities, together with such other transfer instruments or documents as may be necessary or desirable to transfer, or evidence the transfer, of the Assumed Liabilities to the Purchaser or the applicable Acquiring Entity, as may be reasonably requested by the Seller in a form mutually agreeable to the Seller and the Purchaser;

     (B) opinions, dated as of the date hereof, from in—house counsel to Purchaser and Weil, Gotshal & Manges LLP; and

     (C) each of the other Ancillary Agreements, executed by the Purchaser and each Acquiring Entity party thereto.

          Section 2.05. Settlement Payments.

          (a) Without prejudicing in any manner the rights or obligations of the parties pursuant to Section 5.05 (including the preparation of the Final Adjusted Closing Date Schedule, the settlement of the Purchase Price in accordance with Section 2.05(b) and the dispute resolution procedures in respect of the Draft Closing Statements and the Final Closing Statements in accordance with Section 5.05(a)(iv) and Section 5.05(b)), within two (2) Business Days following the date of the delivery by the Purchaser of the Interim Balance Sheet pursuant to Section 5.05(a)(iii), the following amounts shall be paid, by wire transfer of immediately available funds, to an account designated in writing

prior to such payment date by the recipient thereof to the party required to make such payment:

     (i) if the Interim Purchase Price exceeds the Initial Payment, the Purchaser shall (and/or shall cause the applicable Acquiring Entity to) pay to the Seller the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the date hereof to and including the date upon which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); and

     (ii) if the Initial Payment exceeds the Interim Purchase Price, the Seller shall pay, or shall cause to be paid, to the Purchaser (and/or one or more Acquiring Entities, as directed by the Purchaser) the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the date hereof to and including the date upon which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be);

provided, however, that notwithstanding any provision of Section 5.05, any disputes in respect of the preparation of the draft Closing Date Schedule, the Interim Balance Sheet or the calculation of the Interim Purchase Price and any proposals for adjustments to any of the foregoing shall be reserved (and not waived) by the parties and deferred until the conclusion of the settlement in accordance with this Section 2.05(a) and the delivery of the draft of the audited Closing Date Schedule.

          (b) In the event the parties settle certain amounts in accordance with Section 2.05(a), then on the Settlement Date, the following amounts shall be paid, by wire transfer of immediately available funds, to an account designated in writing prior to the Settlement Date by the recipient thereof to the party required to make such payment:

     (i) if the Purchase Price exceeds the Interim Purchase Price, the Purchaser shall (and/or shall cause the applicable Acquiring Entity to) pay to the Seller an amount equal to the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the date hereof to and including the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); or

     (ii) if the Interim Purchase Price exceeds the Purchase Price, the Seller shall pay to the Purchaser (and/or one or more Acquiring Entities, as directed by the Purchaser) an amount equal to the absolute value of the amount of such excess, together with accrued interest thereon, calculated at the Settlement Rate as from time to time in effect, for the period from the date hereof to and including

the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be).

          (c) In the event the parties do not settle any amounts in accordance with Section 2.05(a), then on the Settlement Date, the following amounts shall be paid, by wire transfer of immediately available funds, to an account designated in writing prior to the Settlement Date by the recipient thereof to the party required to make such payment:

     (i) if the Purchase Price exceeds the Initial Payment, the Purchaser shall (and/or shall cause the applicable Acquiring Entity to) pay to the Seller an amount equal to the Settlement Payment plus the Settlement Interest in respect thereof; or

     (ii) if the Initial Payment exceeds the Purchase Price, the Seller shall pay to the Purchaser (and/or one or more Acquiring Entities, as directed by the Purchaser) an amount equal to the Settlement Payment plus the Settlement Interest in respect thereof.

          Section 2.06. Post-Closing Amounts Received and Paid. After the date hereof, all amounts which are received by the Seller or any of its Affiliates in respect of any of the Purchased Assets shall be received by such Person as agent, in trust for and on behalf of the Purchaser, and following the Closing the Seller shall, on a weekly basis, pay, or cause to be paid to the Purchaser, by wire transfer of immediately available funds (in the same currency such amounts are received) to an account designated by the Purchaser to the Seller in writing (or such other account as the Purchaser may, from time to time, designate upon no less than five Business Days’ written notice to the Seller), all such amounts received by or paid to the Seller or any of its Affiliates, and shall provide the Purchaser information as to the nature and source of all such payments, including any invoice related thereto. After the date hereof, all amounts which are received by the Purchaser or any of its Affiliates in respect of any of the Excluded Assets shall be received by such Person as agent, in trust for and on behalf of the Seller, and the Purchaser shall, on a weekly basis, pay, or cause to be paid to the Seller, by wire transfer of immediately available funds (in the same currency such amounts are received) to an account designated by the Seller to the Purchaser in writing (or such other accounts as the Seller may, from time to time, designate upon no less than five Business Days’ written notice to the Purchaser), all such amounts received by or paid to the Purchaser or any of its Affiliates, and shall provide the Seller information as to the nature and source of all such payments, including any invoice relating thereto.

          Section 2.07. Consents; Administration Pending Consent.

     (a) (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign any Purchased Asset (other than the Capital Stock of the Purchased ABS Entities) or any claim or right or any benefit arising under or resulting from such Purchased Asset that is included in the Purchased Assets but is not assignable or transferable

without the consent of any Person (other than the Purchaser or any of its Affiliates, or the Seller or any of its Affiliates) or for which assignment without such consent would constitute a breach thereunder, to the extent that such consent shall not have been obtained prior to the Closing; provided, however, that upon request by the Purchaser after the date hereof, the Seller shall use all commercially reasonable efforts obtain all necessary consents to the assignment thereof and, upon obtaining the requisite third party consents thereto, such Purchased Asset or any claim or right or any benefit arising under or resulting from such Purchased Asset shall be transferred and assigned to the Purchaser or the applicable Acquiring Entity hereunder in accordance with Section 2.04(a)(i), at no additional consideration from the Purchaser or such Acquiring Entity.

          (b) With respect to any Purchased Asset or any claim or right or any benefit arising under or resulting from such Purchased Asset included in the Purchased Assets that is not assigned to the Purchaser or an Acquiring Entity at the Closing by reason of Section 2.07(a), after the Closing and until the applicable requisite consents are obtained and the foregoing sold and assigned to the Purchaser or the applicable Acquiring Entity, the Seller shall provide in any lawful and reasonable manner to the Purchaser or the applicable Acquiring Entity, in accordance with this Section 2.07(b), the benefits under each such Purchased Asset or right or any benefit arising under or resulting from such Purchased Asset (with the Purchaser responsible for all Assumed Liabilities thereunder to the extent it would be liable under the applicable Purchased Asset if the requisite consent had been obtained and such Purchased Asset or right had been assigned to the Purchaser). In particular, in the event that any requisite consent is not obtained prior to Closing, then the Purchaser or the applicable Acquiring Entity and Seller shall enter into such lawful and reasonable arrangements (including sublicensing, subleasing or subcontracting, if permitted) to provide to the Purchaser or such Acquiring Entity the economic and operational equivalent of obtaining such requisite consent and assigning such Purchased Asset or right, including enforcement for the benefit of the Purchaser or such Acquiring Entity of all claims or rights arising thereunder, and the performance by the Purchaser or such Acquiring Entity of the obligations thereunder. The Seller shall take all actions reasonably requested by the Purchaser or the applicable Acquiring Entity to enforce the rights of the Purchaser or such Acquiring Entity under any such Purchased Assets, including the assertion and enforcement of any right, claim, presentation, demand or draw under or with respect to any such Purchased Assets. The Seller hereby authorizes the Purchaser and the Acquiring Entities, to the extent permitted by applicable Law, at the Purchaser’s expense to (x) perform all of the Assumed Liabilities under each of the contracts and agreements that comprise the Purchased Assets but that are not assigned to the Purchaser or an Acquiring Entity after giving effect to Section 2.07(a) and (y) amend, modify or waive any such contract or agreement in the Seller’s name and in such manner as the Purchaser or the applicable Acquiring Entity may reasonably desire. On the date hereof, or as requested from time to time hereafter, the Seller shall provide to the Purchaser and the Acquiring Entities such powers of attorney as the Purchaser may reasonably request in order to enable the Purchaser and the Acquiring Entities to effectuate the foregoing provisions; provided, however, that any and all liabilities or obligations incurred by the Seller arising out of, resulting from, based upon, in

connection with or relating to any action taken by the Purchaser or the applicable Acquiring Entity pursuant to any such power of attorney shall be Assumed Liabilities.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

          The Seller makes the representations and warranties set forth on Exhibit B to the Purchaser on and as of the date hereof. Reference in this Agreement or in any of the Schedules or Exhibits hereto to any of Sections 3.01 through 3.22 shall be deemed to be references to the corresponding Sections of Exhibit B.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The Purchaser makes the representations and warranties set forth on Exhibit C to the Seller on and as of the date hereof. Reference in this Agreement or in any of the Schedules or Exhibits hereto to any of Sections 4.01 through 4.06 shall be deemed to be references to the corresponding Sections of Exhibit C.

ARTICLE V

COVENANTS; INDEMNITIES

          The Seller agrees and covenants with the Purchaser as follows:

          Section 5.01. [Intentionally Omitted].

          Section 5.02. [Intentionally Omitted].

          Section 5.03. Tax Matters.

          (a) Allocation of Purchase Price. As soon as practicable following the signing of this Agreement, but in no event later than 120 days after the date hereof, the Purchaser shall provide to the Seller copies of IRS Form 8594 and any required exhibits thereto with the Purchaser’s proposed allocation of the Purchase Price, including the Assumed Liabilities, among the Purchased Assets and the Acquired ABS Assets. Within 60 days after the receipt of such Form 8594, the Seller shall propose to the Purchaser any changes to such Form 8594 or shall indicate its concurrence therewith. The failure by the Seller to propose any such change or to indicate its concurrence within such 60 days shall be deemed to be an indication of its concurrence with such Form 8594. The Purchaser and the Seller shall file, and shall cause their Affiliates to file, all Tax Returns and statements, forms and schedules in connection therewith in a manner consistent with such allocation of the Purchase Price and shall take no position contrary thereto unless required to do so by applicable Tax Laws. Any disputes with respect to the items on Form 8594 which the Purchaser and the Seller, acting in good faith, are unable to resolve

shall be resolved pursuant to Section 5.05(b). Each of the parties to this Agreement shall be bound by the decision rendered in accordance with Section 5.05(b).

          (b) Property Taxes. The Seller shall bear all property and ad valorem Tax liability with respect to the Purchased Assets and the Acquired ABS Assets if the lien or assessment date arises prior to the date hereof irrespective of the reporting and payment dates of such Taxes. For Tax Returns with respect to such property and ad valorem Taxes which have an assessment date prior to the date hereof, the Seller will file such Tax Returns. For Tax Returns with respect to such property and ad valorem Taxes which have an assessment date on or after the date hereof, the Purchaser will file such Tax Returns. It will be the responsibility of the Seller to ensure that the Purchaser receives the Tax bills that the Seller receives from the taxing authority in a timely fashion with respect to property and ad valorem Taxes, which are to be paid by the Seller. Except with respect to cost per copy leases or other leases that include property or ad valorem Taxes in the monthly payment and do not separately invoice such Taxes, the Purchaser will invoice the lessee and remit the funds received with respect to property and ad valorem Taxes which are to be paid by the Seller promptly upon receipt to the Seller. The Purchaser shall bear all property and ad valorem Tax liability with respect to the Purchased Assets or the Acquired ABS Assets if the lien or assessment date arises on or after the date hereof.

          (c) Cooperation with Respect to Tax Returns. The Purchaser and the Seller agree to furnish or cause to be furnished to each other, and each at its own expense, in a timely manner, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided relating to the Purchased Assets as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim or Action relating to any adjustment or proposed adjustment with respect to Taxes or any appraisal of the Purchased Assets. The Seller or the Purchaser, as the case may be, shall retain in its possession all Tax Returns and Tax records, relating to the Purchased Assets, held by such party immediately after the Closing that might be relevant to any taxable period ending on or prior to the date hereof until the relevant statute of limitations has expired. After such time, the Seller or the Purchaser, as the case may be, may dispose of such materials; provided, however, that prior to such disposition the Seller or the Purchaser, as the case may be, shall give the other party a reasonable opportunity to take possession of such materials, at such other party’s expense.

          (d) Erroneous Tax Payments. If the Purchaser determines that any Taxes in respect of any Purchased Financing Contract are due and the Seller erroneously paid such Taxes at the inception of such Purchased Financing Contract and the Purchaser is unable to collect such Taxes from the Obligor under such Purchased Financing Contract, at the Purchaser’s request the Seller shall initiate a timely and proper refund claim for the relevant Taxes. The Seller shall promptly pay any such refund and the interest actually received thereon to the Purchaser upon receipt thereof by the Seller, net of any reasonable out of pocket expenses incurred by the Seller in connection with such refund claim. For the avoidance of doubt, the Seller shall be deemed to actually receive a

refund to the extent that the making of a claim for a refund results in a reduction of any Tax liability of the Seller.

          Section 5.04. Indemnifications, Assumptions of Liability and Related Matters.

          (a) Indemnification by the Seller for Breach. Following the Closing, the Seller shall indemnify and hold harmless each of the Purchaser, its Affiliates, and their respective directors, officers, employees and agents (collectively, the “Purchaser Indemnified Parties”), from and against and in respect of any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to (i) any breach of any representation or warranty made by the Seller in this Agreement that, as of the Closing, has not been cured by Seller or waived by the Purchaser in accordance with Section 8.01; or (ii) any failure to perform any covenant, agreement or undertaking on the part of the Seller contained in this Agreement. For purposes of this Section 5.04(a), a breach of a representation or warranty contained in this Agreement (other than in Section 3.07(a)) shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect, knowledge or Knowledge in any such representation or warranty or any limitation expressed as a monetary amount contained in Section 3.13, it being the intention of the parties hereto that the Purchaser Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based upon or relating to the failure of any such representation or warranty to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality, Material Adverse Effect, knowledge or Knowledge in any such representation or warranty or any limitation expressed as a monetary amount contained in Section 3.13 with respect thereto.

          (b) Limitation on Liability.

     (i) Each Purchaser Indemnified Party entitled to indemnification for any Damages suffered or incurred by such Person resulting from, arising out of, based on or relating to (A) a breach of any representation or warranty in Sections 3.01, 3.02, 3.03, 3.16, 3.18(b)(iii)(B), 3.19(a), 3.21(h) and 3.22 (individually a “Seller Special Representation” and collectively, the “Seller Special Representations”), or (B) a failure to perform any covenant, agreement or undertaking of the Seller, shall be entitled to such indemnification for the full amount of such Damages regardless of the amount of the Damages.

     (ii) Each Purchaser Indemnified Party entitled to indemnification under Section 5.04(a)(i) or Section 5.04(a)(iii) for any Damages suffered or incurred by such Person resulting from, arising out of, based on or relating to a breach of any representation or warranty made by the Seller in this Agreement other than a Seller Special Representation, shall be entitled to indemnification from the Seller for the full amount of all such Damages in excess of $2,500,000;

provided, however, that in no event shall the Seller’s indemnification obligations in respect of Damages resulting from, arising out of, based on or relating to any such breach of representation or warranty exceed $400,000,000 (the “Liability Cap”).

     (iii) With respect to any breach of the agreements and covenants contained in Section 5.01(a) and Section 5.02, to the extent that the Damages claimed by a Purchaser Indemnified Party in respect of any such breach result from, arise out of or are based on or relate to facts, events and circumstances that would give rise to a claim for indemnification under Section 5.04(a)(i) for a breach of representation or warranty that is not a Special Representation, such claim for breach of Section 5.01(a) and 5.02 shall be subject to the limitation on liability set forth in Section 5.04(b)(ii) to the same extent, if any, as a claim for breach of such representation or warranty. Subject only to the foregoing sentence, in the event that a claim or demand for indemnification may be made under more than one provision of this Section 5.04, the Person making such claim or demand shall have the right to elect the provision of this Section 5.04 pursuant to which such claim or demand for indemnification is made.

     (iv) In calculating the amount of Taxes that are indemnifiable for Damages resulting from a breach of a representation for the purposes of Section 5.04(a)(i), Section 5.04(b)(i) or Section 5.04(b)(ii), the amount of such Damages shall be an amount equal to the excess of (i) the Tax liability actually incurred by the Purchaser and its Affiliates over (ii) the Tax liability that the Purchaser and its Affiliates would have incurred if such representation was true and correct (the “Tax Differential”). The Tax director of the Purchaser’s Capital Solutions business unit (the “Tax Director”) shall make a good faith effort to establish the Tax Differential and shall certify such amount and the rationale for such calculation to the Seller (the “Tax Certification”). The Seller shall pay such Tax Differential to the Purchaser within 30 days of receipt of the Tax Certification. In the event that any item giving rise to the Tax Differential will reverse itself in future years or otherwise result in any Tax savings to the Purchaser and its Affiliates in future years, the Tax Certification shall provide the Tax Director’s best estimate of when the Tax Differential will reverse itself. In addition, the Tax Director shall make a good faith effort to calculate the actual amount of such Tax benefit and shall certify such amount and the rationale for such calculation to the Seller within 30 days of the filing of any of its Tax Returns which reflect the realization of any such Tax benefit, and shall pay such amount to the Seller at the time of such certification.

     (v) Upon a breach of a representation or warranty contained in Section 3.21(e) that under the terms of the relevant Securitization Documents will require a repurchase of a Purchased Financing Contract from a Purchased ABS Entity, the Seller shall (on the required date for remittance of the repurchase price) repurchase from the applicable Purchased ABS Entity or the Purchaser, as applicable, each Purchased Financing Contract and related Portfolio Property to which such breach relates at the price specified in the applicable Securitization

Document for such repurchase. Upon the consummation by the Seller of such repurchase, each repurchased Purchased Financing Contract and related Portfolio Property shall be deemed to be an Excluded Asset for purposes hereof.

     (vi) The Purchaser acknowledges that the Amendment Agreements provide that the remedies available thereunder in respect of a breach by Seller of its Equipment Service Obligations (as such term is defined in the Amended and Restated Program Agreement) under the Purchased Financing Contracts apply to the exclusion of any indemnification remedy under this Agreement for Damages arising out of the failure of an Obligor to make one or more payments under a Purchased Financing Contract as a consequence of any such actual (or asserted) breach.

     (c) Survival of Representations and Warranties of the Seller.

     (i) The Seller Special Representations and indemnifications with respect to their breach shall survive until 60 days after the expiration of the applicable statute of limitations.

     (ii) The representations and warranties of the Seller in this Agreement which are not Seller Special Representations shall survive the Closing until the expiration of 18 months after the Closing; provided that the representations and warranties in Section 3.21 (other than Section 3.21(g) and Section 3.21(h)) shall survive until the maturity or redemption of any indebtedness of the Purchased ABS Entities.

     (iii) The representations and warranties of the Seller which are contained in Section 3.09 and Section 3.21(g) shall survive until 60 days after the expiration of the applicable statute of limitations.

          (d) Additional Indemnification by the Seller. Following the Closing, the Seller shall indemnify and hold harmless all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to:

     (i) any of the Excluded Assets or the ownership, operation, servicing, lease or use thereof, or any action taken with respect thereto, by the Seller or any other Person (other than the Purchaser or any of its Affiliates);

     (ii) any of the Excluded Liabilities or the Specified Liabilities;

     (iii) the failure of the Purchaser to receive any amounts due from an Obligor pursuant to a Purchased Financing Contract due to the misconduct or misrepresentation by the Seller in the sourcing, negotiation, documentation, credit analysis, underwriting of a Purchased Financing Contract or otherwise in connection with the origination of such Purchased Financing Contract, including misrepresentations by any employee, representative or agent of the Seller to an Obligor, customer or the Seller;

     (iv) the failure of the Seller to comply with the provisions of any applicable “bulk sales” or “bulk transfer” or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets to the Purchaser;

     (v) the provision, administration or servicing of collateral protection insurance to an Obligor in respect of the related equipment under a Financing Contract; or

     (vi) any claim by a Person (other than the Purchaser, the Seller or any of their respective Affiliates) relating to the failure of the Seller or its Affiliates to obtain any consent, approval or Authorization necessary to sell, assign, transfer and convey any Purchased Asset or any claim, right or benefit arising under or resulting from such Purchased Asset; provided, however, that the Damages suffered or incurred by any Purchaser Indemnified Party in respect of any such claim shall be calculated as net of any amount paid by Seller under Section 6.1(f) of the Amended and Restated Program Agreement for such Purchased Asset.

          (e) Indemnification by the Purchaser. Following the Closing, the Purchaser shall indemnify and hold harmless each of the Seller, its Affiliates and their respective directors, officers, employees and agents (collectively, the “Seller Indemnified Parties”) from and against and in respect of any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to (i) any breach of any representation or warranty made by the Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of the Purchaser contained in this Agreement; (iii) the Assumed Liabilities; or (iv) subject in all respects to the terms and conditions set forth in the Amended and Restated Program Agreement and the other Amendment Agreements (including the obligations (including any standard of care) of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising out of the ownership, servicing and administration by the Purchaser of the Purchased Assets or the Acquired ABS Assets after the Closing. For purposes of this Section 5.04(e), a breach of a representation or warranty contained in this Agreement or any certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the parties hereto that the Seller Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, arising out of, based on or relating to the failure of any such representation or warranty, to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality, material adverse effect or knowledge set forth with respect thereto.

          (f) Survival of Representations and Warranties of the Purchaser; Limitation on Liability.

     (i) Each Seller Indemnified Party entitled to indemnification under Section 5.04(e)(i) and Section 5.04(e)(iii) for any Damages suffered or incurred by such Person resulting from, arising out of, based on or relating to a breach of any representation or warranty in Sections 4.01, 4.02, 4.03, 4.05 and 4.06 (individually a “Purchaser Special Representation” and collectively the “Purchaser Special Representations”) shall be entitled to indemnification from the Purchaser for the full amount of all such Damages regardless of the amount of the Damages.

     (ii) Each Seller Indemnified Party entitled to indemnification under Section 5.04(e)(i) and Section 5.04(e)(iii) for any Damages suffered or incurred by such Person resulting from, arising out of, based on or relating to a breach of any representation or warranty made by the Purchaser or Acquiring Entity in this Agreement other than a Purchaser Special Representation shall be entitled to indemnification from the Purchaser for the full amount of all such Damages in excess of $2,500,000; provided, however, that in no event shall the Purchaser’s indemnification obligations in respect of Damages resulting from, arising out of, based on or relating to any such breach of representation or warranty exceed the Liability Cap.

     (iii) The Purchaser Special Representations and indemnifications with respect to their breach shall survive until 60 days after the expiration of the applicable statute of limitations.

     (iv) The representations and warranties of the Purchaser in this Agreement which are not Purchaser Special Representations shall survive the Closing until the expiration of 18 months after the Closing.

     (v) The Seller acknowledges that the Amendment Agreements provide that the remedies available thereunder in respect of a breach by Seller of its Equipment Service Obligations (as such term is defined in the Amended and Restated Program Agreement) under the Purchased Financing Contracts apply to the exclusion of any indemnification remedy under this Agreement for Damages arising out of the failure of an Obligor to make one or more payments under a Purchased Financing Contract as a consequence of any such actual (or asserted) breach.

          (g) Indemnification Procedure for Third Party Actions. For the purposes of administering the indemnification provisions of this Section 5.04, the following procedures shall apply to Third Party Actions after the date hereof:

     (i) An Indemnitee shall notify the Indemnitor in writing within 30 days following the receipt of notice of any Third Party Action against such Indemnitee that gives rise to a claim for indemnity pursuant to this Section 5.04

(any 30-day notification requirement shall begin to run, in the case of a Third Party Action which is amended so as to give rise to an Indemnification Event, from the first day such Third Party Action is amended to include any claim for indemnity pursuant to this Section 5.04), such notice shall describe in reasonable detail the basis of such Third Party Action. The failure to give notice as required by this Section 5.04(g)(i) in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnitor’s ability to defend against such Third Party Action is materially and adversely affected by the failure of the Indemnitee to give notice in a timely fashion as required by this Section 5.04(g)(i).

     (ii) The Indemnitor shall be entitled (but not obligated) to assume the defense or settlement of any such Third Party Action, or to participate in any negotiations or proceedings to settle or otherwise eliminate any such Third Party Action, if it shall provide the Indemnitee a written acknowledgement of its liability for the indemnity against Damages relating to such Third Party Action. If the Indemnitor assumes any such defense or settlement or any such negotiations, it shall pursue such defense, settlement or negotiations in good faith. If the Indemnitor fails to elect in writing within 15 Business Days of the notification referred to above to assume the defense, the Indemnitee may engage counsel to defend, settle or otherwise dispose of such Third Party Action which counsel shall be reasonably satisfactory to the Indemnitor; provided, however, that the Indemnitee shall not settle or compromise any such Third Party Action without the prior written consent or agreement of the Indemnitor (which consent shall not be unreasonably withheld or delayed).

     (iii) In cases where the Indemnitor has assumed the defense or settlement with respect to a Third Party Action, the Indemnitor shall be entitled to assume the defense or settlement thereof with counsel of its own choosing; provided, however, that: (A) the Indemnitee (and its counsel) shall be entitled to continue to participate at its own cost (except as provided below) in such Third Party Action and to participate in any negotiations or proceedings to settle or otherwise eliminate, any such Third Party Action; (B) the Indemnitor shall not be entitled to settle or compromise any such Third Party Action without the consent or agreement of the Indemnitee (which consent shall not be unreasonably withheld or delayed); provided, further, that if and only if such consent is withheld and the settlement or compromise involves only the payment of monetary damages and provides an unconditional release of the Indemnitee, the Indemnitor’s liability shall be limited to the amount for which the Indemnitor agreed with the claimant to settle and the Indemnitor shall remain responsible for its costs and attorneys’ fees to the date such settlement was rejected by the Indemnitee and the Indemnitee shall be responsible for the attorneys’ fees and disbursements in respect of such claim thereafter; and (C) after written notice by the Indemnitor to the Indemnitee (as provided above) of its election to assume control of the defense or settlement of any claim, the Indemnitor shall not be liable to such Indemnitee hereunder for any attorneys’ fees and disbursements

subsequently incurred by such Indemnitee in connection therewith (except as provided below).

     (iv) In the event indemnification is requested, the relevant Indemnitor, its representatives and agents shall have access to the premises, books and records of the Indemnitee or parties seeking such indemnification and their Affiliates to the extent reasonably necessary to assist it in defending or settling any such Third Party Action; provided, however, that such access shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the Indemnitee or Indemnitees. Except as reasonably necessary to assist it in defending or settling such Third Party Action, the Indemnitee shall not be required to disclose any information with respect to itself or any of its Affiliates (or former Affiliates) , and the Indemnitee shall not be required to participate in the defense of any claim to be indemnified hereunder (except as otherwise expressly set forth herein), unless otherwise reasonably required or necessary in the defense of any claim to be indemnified hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall any Indemnitee be obligated to make any disclosure, or to take or refrain from taking any action, that in its reasonable judgment, could prejudice its position or waive any privilege in respect of any claim for indemnification against the Indemnitor pursuant to this Section 5.04. All costs and expenses incurred by an Indemnitee in connection with any access or cooperation requested by the Indemnitor shall be borne by the Indemnitor. The Purchaser and the Seller shall reasonably cooperate to attempt to resolve or mitigate Damages with respect to any such Third Party Action; provided, however, that in no event shall a party’s compliance with the foregoing obligation to reasonably cooperate be a basis for any claim that any such party shall have waived, limited, relinquished or otherwise impaired, any rights such party may have pursuant to this Agreement or be raised as a defense to any such rights.

     (v) In the event the Indemnitor shall request that an Indemnitee participate in the defense or settlement of an Indemnification Event, the Indemnitor shall pay the costs incurred by the Indemnitee.

     (vi) (A) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall, with counsel reasonably acceptable to the Seller, have the sole right to (x) defend any Action in respect of a Non-Assumable Claim and (y) settle or otherwise dispose of any Non-Assumable Claim; provided, however, that the Purchaser shall conduct the defense or settlement of Non-Assumable Claims diligently and in good faith. With respect to any Non-Assumable Claim that the Purchaser is defending, settling or otherwise disposing of, the Seller shall be permitted to participate at its own expense in the defense of such Non-Assumable Claims but shall not be entitled to assume the defense thereof.

     (B) The Purchaser shall keep the Seller timely apprised of the status of all Non-Assumable Claims and shall notify the Seller promptly of any material

developments (including any material developments relating to settlements and proposed settlements) relating to a Non-Assumable Claim. Without limiting the foregoing, no more frequently than once a fiscal quarter, the Purchaser shall provide the Seller with a written report summarizing in reasonable detail the status of any pending Non-Assumable Claims (including a summary of any material settlement discussions). Without limitation of the foregoing, promptly after the receipt by the Purchaser of a Qualifying Offer relating to a Non-Assumable Claim, the Purchaser shall promptly provide the Seller with a copy of such Qualifying Offer or, in the case of an oral Qualifying Offer, a written summary thereof. In the event that the Purchaser receives a Qualifying Offer relating to a Non-Assumable Claim that (1) includes a full, final and unconditional release of the Purchaser from all Damages with respect thereto and (2) requires only (a) the payment of money for which, as between the Purchaser Indemnified Parties, on the one hand, and the Seller, on the other hand, the Seller has sole liability under this Agreement (a “Monetary Settlement”) or (b) a Monetary Settlement and any action by the Seller or any of its Affiliates (any such offer of compromise, a “Non-Assumable Claim Offer”), then the Seller shall have no further liability to the Purchaser Indemnified Parties with respect to such Non-Assumable Claim upon receipt by the Purchaser of (x) the amount contained in such Non-Assumable Claim Offer and all other Damages suffered or incurred by any Purchaser Indemnified Party in respect of such Non-Assumable Claim, in the form of immediately available funds from the Seller, (y) a fully executed agreement of the Seller and its Affiliates agreeing to the terms of the actions to be taken by the Seller or any of its Affiliates pursuant to such Non-Assumable Claim Offer, if any, and (z) if the Purchaser has accepted the terms of such Non-Assumable Claim Offer, a full, final and unconditional release, as applicable, of each of the Purchaser Indemnified Parties from all liabilities or obligations with respect thereto, executed by each of the third party claimants in such Non-Assumable Claim; provided, however, if the Purchaser has not accepted the terms of such Non-Assumable Claim Offer, the Seller shall have no further liability to the Purchaser Indemnified Parties with respect to such Non-Assumable Claim upon receipt by the Purchaser from the Seller of the amounts and agreements set forth in the foregoing clauses (x) and (y).

     (C) At any time during the defense by the Purchaser of a Non-Assumable Claim, the Seller shall have the right to require the Purchaser (1) to proffer to the third party claimants under such Non-Assumable Claim, a written offer of compromise that consists solely of the payment of money for which, as between the Purchaser Indemnified Parties, on the one hand, and the Seller, on the other hand, the Seller has sole liability under this Agreement and/or any action by the Seller or any of its Affiliates in exchange for a full, final and unconditional release from such claimants of the Purchaser from all Liability with respect thereto, and (2) if such offer of compromise is accepted by such third party claimants, to settle such Non-Assumable Claim on the terms contained in such offer of compromise, including the full, final and unconditional release of the Purchaser from all liabilities and obligations with respect thereto.

          (h) Any payments under Section 5.04, and any payments made after the date hereof pursuant to the provisions of Section 6.1(f) of the Amended and Restated Program Agreement (to the extent related to any Purchased Assets hereunder), shall be treated by the parties hereto for federal, state and local income Tax purposes (whether foreign or domestic) as a non-taxable reimbursement or purchase price adjustment, except to the extent that a contrary treatment is required by Law.

          (i) Exclusive Remedy. Except with respect to claims based on fraud and/or claims seeking non-monetary equitable remedies, and except for the remedies contained in the Amended and Restated Program Agreement with respect to Property constituting Purchased Assets hereunder, the indemnification remedies set forth in this Agreement (including the repurchase rights in respect of Section 5.04(b)(v) and the remedies provided for in Section 5.27), shall constitute the sole and exclusive monetary remedies of the parties hereto after the Closing with respect to any breach of representation, warranty or obligation under this Agreement. Except for the representations and warranties contained in Exhibit B, Exhibit C, the Amended and Restated Program Agreement and the other Amendment Agreements and except for the matters referred to in the Information Letter, none of the Purchaser or any of its Affiliates or the Seller or any of its Affiliates makes or has made any representations or warranties, whether express or implied, oral or written, with respect to the Purchased Assets, the Acquired ABS Assets, the Assumed Liabilities or the transactions contemplated by this Agreement.

          Section 5.05. Preparation of Closing Date Schedule and Final Adjusted Closing Date Schedule.

     (a) Preparation of Closing Date Schedule.

     (i) As soon as practicable following the Closing, the Purchaser shall prepare, with the cooperation and assistance of the Seller, a draft of the Closing Date Schedule. The Closing Date Schedule shall reflect the Purchased Assets and the Assumed Liabilities. The draft of the Closing Date Schedule shall be prepared in accordance with the Accounting Principles. Notwithstanding the foregoing, (A) if the Accounting Principles do not specifically address a particular matter necessary to prepare the Closing Date Schedule, then the Accounting Principles shall be supplemented in accordance with GAAP, applied consistently with the past practices and procedures of the Seller, but only to the extent necessary to address such matter and (B) to the extent that any accounting principle, method, practice or procedure included in the Accounting Principles is not in accordance with GAAP, such accounting principle, method, practice or procedure shall be disregarded for purposes of preparing the Closing Date Schedule but shall be treated as a Special Adjustment for purposes of preparing the Final Adjusted Closing Date Schedule. The Purchaser and the Seller shall each use their respective commercially reasonable efforts to cause the draft of the Closing Date Schedule to be completed as soon as reasonably practicable (which the parties hereto anticipate shall, in no event, be later than 60 days after the date hereof)

and, upon completion, such draft schedule shall promptly be provided to the Purchaser’s Accountants, the Seller and the Seller’s Accountants.

     (ii) Immediately following the preparation and distribution of the draft of the Closing Date Schedule, the Purchaser shall cause the Purchaser’s Accountants to audit the draft Closing Date Schedule, and such audit shall be conducted in accordance with generally accepted auditing standards and shall be sufficient to permit the Purchaser’s Accountants to deliver a special report certifying that the Closing Date Schedule fairly presents the Purchased Assets and Assumed Liabilities as of the Closing in accordance with the Accounting Principles, qualified only to the extent, if any, that the Purchaser’s Accountants deem such qualification necessary on account of any dispute between the Purchaser’s Accountants and the Seller’s Accountants that is resolved by the conflict resolution mechanism set forth in Section 5.05(b) or agreed by the Purchaser and the Seller, in either case, in a manner that in the Purchaser’s Accountants’ sole judgment precludes the Purchaser’s Accountants from issuing an unqualified certification. The Purchaser shall use reasonable efforts to cause the Purchaser’s Accountants to deliver the draft audited Closing Date Schedule to each of the Seller, the Seller’s Accountants and the Purchaser as soon as reasonably practicable (which the parties hereto anticipate shall, in no event, be later than 60 days after the date of their receipt of the draft of the Closing Date Schedule).

     (iii) Concurrently with the preparation and delivery to the Purchaser’s Accountants, the Seller and the Seller’s Accountants of the draft Closing Date Schedule, the Purchaser shall, or shall cause the Purchaser’s Accountants to, prepare and deliver to the Purchaser or the Purchaser’s Accountants, as applicable, the Seller and the Seller’s Accountants, a draft of the adjusted Closing Date Schedule that reflects the Special Adjustments (the “Interim Balance Sheet”). During the 30 day period following their receipt of each of the draft audited Closing Date Schedule and the draft adjusted Closing Date Schedule reflecting the Special Adjustments (collectively, the “Draft Closing Statements”), both the Purchaser (in consultation with the Purchaser’s Accountants) and the Seller (in consultation with the Seller’s Accountants) shall have the opportunity to review the Draft Closing Statements (together with the Purchaser’s Accountants’ working papers, including any portion thereof pertaining to any proposed adjustment) and, during such 30 day period, the Seller, the Purchaser and the Seller’s Accountants shall have the right to propose to the Purchaser’s Accountants those changes to the Draft Closing Statements that the Seller, the Purchaser or the Seller’s Accountants determine to be appropriate in order to cause the Draft Closing Statements to conform, in all respects, to the standards set forth in Section 5.5(a)(i) and 5.5(a)(iii), as applicable.

     (iv) In the event of any dispute between the Seller and the Seller’s Accountants, on the one hand, and the Purchaser and the Purchaser’s Accountants, on the other hand, regarding any of the adjustments proposed by the Seller or the Seller’s Accountants, on the one hand, or the Purchaser or the

Purchaser’s Accountants, on the other hand, with respect to any item of the Draft Closing Statements, which the Seller and the Seller’s Accountants, on the one hand, and the Purchaser and the Purchaser’s Accountants, on the other hand, cannot resolve within 45 days after the receipt thereof, as the case may be, either the Seller or the Purchaser shall have the right, upon delivery of written notice to the other party, to require that such dispute be resolved in accordance with the provisions set forth in Section 5.05(b). Promptly following the resolution of any disputes with respect to any proposed adjustments to the Draft Closing Statements, the Purchaser shall cause the Purchaser’s Accountants to prepare and deliver to the Seller and the Purchaser the final audited Closing Date Schedule and the Final Adjusted Closing Date Schedule (collectively, the “Final Closing Statements”), each of which shall reflect all adjustments thereto which have been agreed upon by the Seller and the Seller’s Accountants, on the one hand, and the Purchaser and the Purchaser’s Accountants, on the other hand, or which have been resolved pursuant to Section 5.5(b), together with the Purchaser’s Accountants’ special report on each Final Closing Statement.

     (v) Each of the Purchaser, the Seller, the Purchaser’s Accountants and the Seller’s Accountants shall have full access to all relevant accounting, financial and other records and personnel reasonably requested by it in connection with the preparation, confirmation or review of the Draft Closing Statements, as well as to the Purchaser’s Accountants’ working papers with respect thereto and special report thereon.

          (b) Conflict Resolution Mechanism. Any dispute involving any adjustment to the Draft Closing Statement proposed by the Seller, the Seller’s Accountants, the Purchaser or the Purchaser’s Accountants (including any interpretation or application of any provision of this Agreement affecting the preparation of the Draft Closing Statement) not resolved by the Seller, the Seller’s Accountants, the Purchaser and the Purchaser’s Accountants within 45 days of the relevant date of receipt thereof, shall upon the election of the Seller or the Purchaser, be resolved by the Selected Accounting Firm. The Selected Accounting Firm shall resolve only issues upon which the Purchaser, the Purchaser’s Accountants, the Seller and the Seller’s Accountants have been unable to agree. The Selected Accounting Firm shall be prohibited from changing any item of the Draft Closing Statements expressly agreed among the Purchaser, the Purchaser’s Accountants, the Seller and the Seller’s Accountants. The Selected Accounting Firm (i) in resolving any issue with respect to the Closing Date Schedule, shall apply the Accounting Principles in all instances, including whether or not the Selected Accounting Firm believes the Accounting Principles are or are not in accordance with the historic practices of the Seller with respect to the Purchased Assets or (subject to the Special Adjustments) are or are not in accordance with GAAP and (ii) in resolving any issue with respect to the adjusted Closing Date Schedule, the Selected Accounting Firm shall apply the Special Adjustments, whether or not the Selected Accounting Firm believes the Special Adjustments are or are not in accordance with the historic practices of the Seller with respect to the Purchased Assets or are or are not in accordance with GAAP. The Purchaser and the Seller shall each use their reasonable best efforts to cause the decision of such Selected Accounting Firm to be rendered within 20 Business Days

after appointment of the Selected Accounting Firm. The decision of the Selected Accounting Firm shall be submitted in writing and shall be final and binding upon the parties. Notwithstanding the foregoing, if the aggregate of all amounts in dispute with respect to all disputes referred to in this Section 5.05(b) shall be less than $100,000, such disputes shall not be resolved by the Selected Accounting Firm, but shall instead be resolved as follows: 50% of the aggregate of all amounts in dispute shall be deemed to have been resolved in the Seller’s favor and 50% of the aggregate of all amounts in dispute shall be deemed to have been resolved in the Purchaser’s favor.

     (c) Payment of Fees. The Purchaser shall pay all of the fees of the Purchaser’s Accountants and all expenses incurred by such firm in connection with the tasks outlined in this Section 5.05, and the Seller shall pay all fees of the Seller’s Accountants and all expenses incurred by such firm in connection with the tasks outlined in this Section 5.05. The Purchaser and the Seller shall each pay one-half of the fees and expenses incurred in connection with any disputes that are resolved by the Selected Accounting Firm pursuant to Section 5.05(b).

          (d) Cooperation. Each of the Seller and the Purchaser shall use their respective commercially reasonable efforts to cause the Seller’s Accountants and the Purchaser’s Accountants to cooperate with each other in connection with all of their activities undertaken in connection with this Section 5.05.

          Section 5.06. Insurance; Risk of Loss. (a) Except in the ordinary course of business, consistent with past practices, the Seller shall neither terminate nor cause to terminate or allow to be terminated (subject to applicable Law) any occurrence liability policies with respect to the Purchased Assets or the Acquired ABS Assets so as to prevent the Purchaser from recovering under such policies for losses from events occurring prior to the Closing, to the extent that coverage for such losses was otherwise provided by any such policy.

          (b) Notwithstanding Section 5.06(a), to the extent that (i) any insurance policies owned or controlled by the Seller (collectively, the “Seller’s Insurance Policies”) cover any loss, liability, claim, damage or expense resulting from, arising out of, based on or relating to, any Purchased Asset or Acquired ABS Asset (the “Seller Liabilities”) and resulting from, arising out of, based on or relating to occurrences prior to the Closing and (ii) the Seller’s Insurance Policies permit claims to be made thereunder with respect to Seller Liabilities resulting from, arising out of, based on or relating to occurrences prior to the Closing (the “Seller Claims”), the Seller shall cooperate and shall cause its Affiliates to cooperate with the Purchaser, in submitting Seller Claims (or pursuing Seller Claims previously made) on behalf of the Purchaser under any Seller’s Insurance Policies.

          Section 5.07. [Intentionally Omitted].

          Section 5.08. Amendments to Securitization Documents . Effective as of any time prior to the Closing, the Seller shall (a) execute the amendments set forth on Schedule 5.08(a) and (b) obtain or cause to be obtained, all consents, approvals and rating

agency confirmations required pursuant to the Securitization Documents in respect of such amendments. The Purchaser shall reasonably cooperate with the Seller in respect thereof.

          Section 5.09. [Intentionally Omitted].

          Section 5.10. Further Assurances.

          (a) The Seller shall, whenever and as often as reasonably requested to do so by the Purchaser, execute, acknowledge and deliver any and all such other and further acts, assignments, endorsements, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to complete, ensure and perfect (i) the sale, transfer and conveyance of the Purchased Assets to the Purchaser or the applicable Acquiring Entity as contemplated hereby, and (ii) the consummation of the other transactions contemplated hereby.

          (b) The Purchaser shall, whenever and as often as reasonably requested to do so by the Seller, do, execute, acknowledge and deliver any and all such other and further acts, assignments, endorsements, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to complete, ensure and perfect (i) assumption of the Assumed Liabilities by the Purchaser or the applicable Acquiring Entity, and (ii) the consummation of the transactions contemplated hereby.

          Section 5.11. Payment of Brokers’ or Finders’ Fees. The Seller shall pay any and all brokers’ or finders’ fees, and any other commissions or similar fees, payable to any Person acting on behalf of the Seller or any of its Affiliates or under the authority of any of them, in connection with any of the transactions contemplated herein, and the Purchaser shall pay any and all brokers’ or finders’ fees, and any other commissions or similar fees, payable to any Person acting on behalf of the Purchaser or any of its Affiliates or under the authority of any of them, in connection with any of the transactions contemplated hereby, in each case, regardless of whether any claim for payment is asserted before or after the Closing, or before or after any termination of this Agreement.

          Section 5.12. [Intentionally Omitted].

          Section 5.13. [Intentionally Omitted].

          Section 5.14. Transfer Taxes. The Seller shall be liable for and shall pay (and shall indemnify and hold the Purchaser harmless against any Damages in respect of) any and all sales, use, value added, stamp, documentary, filing, recording, transfer or similar fees or Taxes, UCC-3 filing fees, UCC, DOT, real estate and title recording or filing fees and other amounts payable in respect of transfer filings) as levied by any Governmental Entity in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”). The Purchaser agrees to provide the Seller with any Exemption Certificate reasonably requested by the Seller. The Seller hereby agrees to file all necessary documents (including all Tax Returns) with respect to

all such amounts in a timely manner. The Seller agrees to utilize its sales or use Tax credits relating to the Purchased Assets to minimize the Transfer Taxes.

          Section 5.15. Records.

          (a) The Purchaser recognizes that certain records may contain incidental information relating to Subsidiaries or divisions of the Seller other than the Purchased Assets and that the Seller may retain copies of the relevant portions thereof. All information relating to the Purchased Assets retained by the Seller pursuant to the foregoing sentence shall be subject to, and the Seller shall hold all such information in confidence in accordance with, the provisions of the Amended and Restated Program Agreement.

          (b) Until the termination of the Program (as defined in the Amended and Restated Program Agreement) in accordance with the Amended and Restated Program Agreement, the Seller agrees to keep confidential all nonpublic information in its possession regarding the Purchased Assets (including any information made available to the Seller pursuant to Section 5.15(a)); provided, however, that each the Seller shall not be required to maintain as confidential any information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Seller, (ii) is or becomes available to the Seller or any of its Affiliates on a non-confidential basis from a source other than the Purchaser or its Affiliates, provided, however, that the source of such information is not known by the Seller or any of its Affiliates to be bound by a confidentiality agreement with the Purchaser or any of its Affiliates or other contractual, legal or fiduciary obligation of confidentiality to the Purchaser or any of its Affiliates with respect to such material, (iii) has been independently acquired or developed by the Seller or any of its representatives without violating any of the provisions of this Agreement, (iv) was available to the Seller or any of its Affiliates on a non-confidential basis prior to its disclosure by the Purchaser or any of its Affiliates or (v) is required to be disclosed pursuant to the terms of an Order by a Governmental Entity or any other legal requirement.

          (c) Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the transactions contemplated by this Agreement (the “Transaction”), shall not apply to the tax structure or tax treatment of the Transaction, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of the Transaction and all materials of any kind (including opinions or other tax analysis) that are provided to such party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or other identifying information not relevant to the tax structure or tax treatment) of any person and shall not include information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

          Section 5.16. Bulk Transfer Laws. The Purchaser acknowledges that the Seller has not complied with the provisions of any “bulk transfer law” of any jurisdiction in connection with the sale of the Purchased Assets to the Purchaser.

          Section 5.17. Access to Facilities. From and after the Closing, the Purchaser will be given access to the facilities of the Seller such that the Purchaser will have access to (a) the original Purchased Financing Contract and (b) all books, records and documents in respect of the Purchased Assets, the Securitization Documents and the Securitization Transactions.

          Section 5.18. [Intentionally Omitted].

          Section 5.19. Delivery of Closing Portfolio Tape. No later than five (5) days after the date hereof, the Purchaser shall prepare and deliver to the Seller the Closing Date Portfolio Tape. The parties shall re-execute and deliver, no later than nine (9) days after the date hereof, the Bills of Sale (originally executed and delivered pursuant to Sections 2.04(a)(i) and 2.04(b)(ii)(A)) with such Closing Portfolio Tape attached thereto.

          Section 5.20. Enforcement of Liens. Neither the Seller nor any of its Affiliates shall enforce against the Purchaser (or any of its Affiliates) any workers’, mechanics’, suppliers’, carriers’, warehousemen’s or other similar liens held by or for the benefit of the Seller or its Affiliates existing as of the date hereof on any Portfolio Property.

          Section 5.21. [Intentionally Omitted].

          Section 5.22. [Intentionally Omitted].

          Section 5.23. [Intentionally Omitted].

          Section 5.24. Allocations. With respect to the periodic minimum lease payment due to the Seller from an Obligor pursuant to any Purchased Financing Contract, the allocation as between the amount allocable to the use of the Portfolio Property related thereto, on the one hand, and the amount allocable to the service and maintenance of such Portfolio Property (including the related Equipment Service Obligations), on the other, that is reflected in the Final Adjusted Closing Schedule shall be final and binding on the Purchaser and the Seller for the calculation of the Purchase Price.

          Section 5.25. [Intentionally Omitted].

          Section 5.26. Recourse Obligations. Upon the failure of the Purchaser to receive any amounts due from an Obligor pursuant to a Purchased Financing Contract set forth on Schedule 3.18(b) (each, a “Historic Exception Contract”), the Purchaser shall have recourse to the Seller for such amount and the Seller shall indemnify and hold harmless the Purchaser for such amount, consistent with the past practices of the Seller with respect to such recourse, in each case, for the term of such Historic Exception Contract.

          Section 5.27. Payment of Indemnified Items; Eligible Repayment Items.

          (a) With respect to any Purchased Financing Contract identified as an “NCRT” on Schedule 5.27, the Seller agrees, absolutely and unconditionally, to pay to the Purchaser on the payment dates scheduled in the IKONICS system on the date hereof (and in no event later than the last day of the month), commencing after the date hereof, the amounts set forth in the schedule of cash flows attached hereto as Part 1 of Schedule 5.27 with respect to such month, regardless of (x) whether or not there shall exist an enforceable payment obligation in respect of any such amounts against the Obligor in respect of such Purchased Financing Contract, (y) whether or not the Seller shall have received payment in respect thereof from the Obligor in respect of such Purchased Financing Contract, or (z) any other reason. In the event the Seller fails to make a scheduled payment in accordance with the preceding sentence (except to the extent that the Purchaser could have caused such payment to be timely made by exercise of its offset right pursuant to Section 5.27(b)), the Purchaser shall be entitled to (and the Seller shall pay to the Purchaser) interest on any such unpaid amount at the Settlement Rate as from time to time in effect for the period from the date of breach to and including the date on which such payment is made (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be); provided that in the event of a termination of the Amended and Restated Program Agreement for any reason prior to payment in full of the amounts reflected on Part 1 of Schedule 5.27, the aggregate unpaid balan