IKON OFFICE SOLUTIONS INC
TRANSFER AGREEMENT DATED 9/19/00
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>TRANSFER AGREEMENT DATED 9/19/00
<TEXT>

<PAGE>

                                 Exhibit 10.51


<PAGE>

                                                                  EXECUTION COPY



                              TRANSFER AGREEMENT



                        Dated as of September 19, 2000


                                    Between



                               IOS CAPITAL, INC.

                                 As Originator
                                 -------------



                                      And



                              IKON FUNDING-2, LLC

                                 As Transferee
                                 -------------

<PAGE>

                               TABLE OF CONTENTS


<TABLE>
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                                                                                       Page
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ARTICLE I  DEFINITIONS............................................................        1
     SECTION 1.01.  Certain Defined Terms.........................................        1
          Adverse Claim...........................................................        1
          Affiliate...............................................................        1
          Business Day............................................................        1
          Collections.............................................................        1
          Event of Termination....................................................        4
          Facility................................................................        4
          Facility Termination Date...............................................        4
          General Trial Balance...................................................        4
          Incipient Event of Termination..........................................        4
          Indemnified Amounts.....................................................        4
          Outstanding Balance.....................................................        4
          Purchase Price..........................................................        5
          Receivable..............................................................        5
          Receivables Transfer Agreement..........................................        5
          Receivables Transfer Request............................................        5
          Related Contract........................................................        5
          Settlement Date.........................................................        5
          Transfer................................................................        5
          Transfer Date...........................................................        5
          Transferred Receivable..................................................        5
     SECTION 1.02.  Other Terms...................................................        5

ARTICLE II  AMOUNTS AND TERMS OF TRANSFERS AND CONTRIBUTIONS......................        6
     SECTION 2.01.  Facility......................................................        6
     SECTION 2.02.  Making Transfers..............................................        6
     SECTION 2.03.  Collections...................................................        7
     SECTION 2.04.  Settlement Procedures.........................................        7
     SECTION 2.05.  Payments and Computations, Etc................................        7
     SECTION 2.06.  True Sales and/or Contributions...............................        8

ARTICLE III  CONDITIONS OF TRANSFERS..............................................        8
     SECTION 3.01.  Conditions Precedent to Initial Transfer from the Originator..        8
     SECTION 3.02.  Conditions Precedent to All Transfers.........................        9

ARTICLE IV  REPRESENTATIONS AND WARRANTIES........................................       10
     SECTION 4.01.  A. Representations and Warranties of the Originator...........       10

ARTICLE V  COVENANTS..............................................................       13
     SECTION 5.01.  A.  Covenants of the Originator...............................       13
                    B.  Covenants of the Transferee...............................       17
</TABLE>

                                       i
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<TABLE>
<S>                                                                                     <C>
ARTICLE VI  TRANSFER OF RECORDS...................................................       17


     SECTION 6.01.  Transfer of Records to Transferee.............................       17

ARTICLE VII  EVENTS OF TERMINATION................................................       18

     SECTION 7.01.  Events of Termination.........................................       18

ARTICLE VIII  INDEMNIFICATION.....................................................       20
     SECTION 8.01.  Indemnities by the Originator.................................       20

ARTICLE IX  MISCELLANEOUS.........................................................       20
     SECTION 9.01.  Amendments, Etc...............................................       20
     SECTION 9.02.  Notices, Etc..................................................       20
     SECTION 9.03.  Binding Effect: Assignability.................................       21
     SECTION 9.04.  Costs, Expenses and Taxes.....................................       21
     SECTION 9.05.  No Proceedings................................................       21
     SECTION 9.06.  Confidentiality...............................................       22
     SECTION 9.07.  GOVERNING LAW.................................................       22
     SECTION 9.08.  Third Party Beneficiary.......................................       22
     SECTION 9.09.  Tax Treatment.................................................       22
     SECTION 9.10.  Execution in Counterparts.....................................       22
</TABLE>

EXHIBIT A     Credit and Collection Policy
EXHIBIT B     Principal Place of Business and Location of Records

                                      ii
<PAGE>

                              TRANSFER AGREEMENT

                        Dated as of September 19, 2000


(the "Transferee"), agree as follows:
      ----------


defined above) are defined in Article I of this Agreement.


Receivables on the terms set forth herein.



                             ARTICLE I DEFINITIONS

          SECTION 1.01.  Certain Defined Terms. As used in this Agreement, the
                         ---------------------
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "Adverse Claim" means a lien, security interest, or other charge or
           -------------
encumbrance, or any other type of preferential arrangement.

          "Affiliate" means, as to any Person, any other Person that, directly
           ---------
or indirectly, is in control of, is controlled by or is under common control
with such Person or is a director or officer of such Person.

          "Business Day" means any day on which banks are not authorized or
           ------------
required to close in New York City.

          "Chase" means The Chase Manhattan Bank, a New York State banking
           -----
corporation.

          "Collections" means, with respect to any Receivable, (a) all cash
           -----------
collections and other cash proceeds of such Receivable, including, without
limitation, any proceeds resulting from the repurchase of such Receivable by
IKON Office Solutions, Inc. and all cash proceeds of Related Security with
respect to such Receivable (including, without limitation, payments under the
related Contract due upon or in connection with (i) Obligor's default under the
Contract, (ii) loss, theft or damage to the related Equipment, or (iii) renewal
of the Contract); provided, that Collections shall not include collections which
                  --------
represent the payment of (x) maintenance charges or (y) insurance premiums, (b)
all Collections deemed to have been received pursuant to Section 2.04 and (c)
all other proceeds of such Receivable.

          "Eligible Receivable" means, at any time, a Receivable:
           -------------------
<PAGE>

          (i)    the Obligor of which is (a) a United States resident, (b) is
     not the Originator or any Affiliate thereof, and (c) is not a Governmental
     Obligor; provided, that Obligors with respect to Contracts having an
     aggregate Outstanding Balance of not greater than 3% of the aggregate
     Outstanding Balance of all Eligible Receivables may be Governmental
     Obligors;

          (ii)   the Obligor of which has not been disapproved by the Transferee
     on or prior to the date of the Transfer and which, at the time of the
     Transfer, is not the Obligor of any Defaulted Receivables;

          (iii)   which is not a Defaulted Receivable or a Delinquent
     Receivable; which arises under a Contract duly authorized by all parties
     thereto (and which parties had the legal capacity to enter into such
     Contract) which is in full force and effect and which is legal valid and
     binding obligation of the related Obligor, enforceable against such Obligor
     in accordance with its terms;

          (iv)    (a) which arises under a Contract with a remaining term of not
     more than 60 months; provided, that Contracts having an aggregate
                          --------
    Outstanding Balance of not greater than 5% of the aggregate Outstanding
     Balance of all Eligible Receivables may have a remaining term of up to 72
     months;

          and

                  (b) which, according to such Contract, consists of
          substantially equal monthly Periodic Payments which are required to be
          paid within 30 days of the billing date therefor; provided, that
                                                            --------
          Contracts having an aggregate Outstanding Balance of not greater than
          2% of the aggregate Outstanding Balance of all Eligible Receivables
          may have payments which are not substantially equal monthly payments;

          (v)     which arose pursuant to a Contract which is "chattel paper"
     within the meaning of Section 9-105 of the UCC of the applicable
     jurisdictions governing the perfection of the interest created in the
     Receivables;

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

          (vii)   which arises under a Contract (a) which has not been amended,
     modified, or altered in any material respect (except in writing and copies
     of any such writing is attached to the Contract) and (b) which has been
     duly authorized and which, together with such Receivable, is in full force
     and effect and constitutes the legal, valid and binding obligation of the
     Obligor of such Receivable enforceable against such Obligor in accordance
     with its terms and is not subject to any dispute, offset, counterclaim or
     defense whatsoever (except as limited by applicable bankruptcy law), (c) in
     respect of

                                       2
<PAGE>

     which, prior to the date it is transferred hereunder, the Equipment has
     been delivered and accepted, (d) which pursuant to its terms may not be
     canceled, terminated or prepaid by the Obligor before the end of its stated
     term (other than Contracts which contain early termination or prepayment
     clauses which require the Obligor to pay the remainder of all scheduled
     payments under such Contract upon cancellation or prepayment, and, in the
     case of Contracts related to Governmental Obligors, by reason of nonrenewal
     of appropriations), (e) which, if related to a Governmental Obligor, has
     not been canceled before the end of its stated term by reason of nonrenewal
     of appropriations, and (f) which is not a consumer lease;

          (viii)  which, together with the Contract related thereto, does not
     contravene in any material respect any laws, rules or regulations
     applicable thereto (including, without limitation, laws, rules and
     regulations relating to usury, consumer protection, truth in lending,
     consumer leasing, fair credit billing, fair credit reporting, equal credit
     opportunity, fair debt collection practices and privacy) and with respect
     to which neither the Originator nor the related Obligor is in violation of
     any such law, rule or regulation in any material respect;

          (ix)    with regard to which there exists only one executed original
     Contract, which is in the possession of Originator on the Transfer Date of
     such Receivable;

          (x)     which was selected for transfer by a procedure not designed to
     adversely affect the credit quality of the Receivables;

          (xi)    which represents payments due to the Originator and does not
     represent any payments payable for the account of any Person other than the
     Originator under the Contract relating to such Receivable or any sales or
     use tax payable under such Contract;

          (xii)   which was originated by the Originator in accordance with, and
     otherwise satisfies all applicable requirements of, the Credit and
     Collection Policy;

          (xiii)  which, after giving effect to the acquisition thereof, would
     not result in the aggregate Outstanding Balance of Related Contracts of any
     single Obligor exceeding 1.5% of the aggregate Outstanding Balance of all
     Related Contracts;

          (xiv)   as to which, at or prior to the time of the Transfer, the
     Transferee has not notified the Originator that such Receivable (or class
     of Receivables) is not acceptable for transfer to PARCO hereunder;

          (xv)    the transfer or assignment of which does not require the
     Obligor's consent, and which does not contravene any applicable law, rule
     or regulation;

          (xvi)   with respect to which (a) the related Obligor has not been
     released, (b) the Related Contract has not been satisfied, canceled,
     subordinated or rescinded, and (c) no Equipment subject to the related
     Contract has been released from the Related Contract;

                                       3
<PAGE>

          (xvii)  which Equipment subject to the related Contract has not been
     released and such Contract requires the related Obligor to maintain
     insurance on such Equipment in an amount sufficient to fully insure such
     Equipment;

          (xviii) which, after giving effect to the acquisition thereof, would
     not result in the aggregate Outstanding Balance of Related Contracts of
     Obligors located in any single state exceeding 10% (except in the case of
     Texas, which may not exceed 21%, and California, Georgia and Pennsylvania,
     which may not individually exceed 15%) of the aggregate Outstanding Balance
     of all Related Contracts; and

          (xix)   which has an implied interest rate of at least 7.00% per
     annum.

          "Event of Termination" has the meaning specified in Section 7.01.
           --------------------

          "Facility" means the willingness of the Transferee to consider
           --------
accepting Transfers of Receivables from the Originator from time to time
pursuant to the terms of this Agreement.

          "Facility Termination Date" means the earliest of (i) the Scheduled
           -------------------------
Termination Date, (ii) the date of termination of the Facility pursuant to
Section 7.01 and (iii) the date which the Originator designates by at least two
Business Days' notice to the Transferee.

          "General Trial Balance" of the Originator on any date means the
           ---------------------
Originator's accounts receivable trial balance (whether in the form of a
computer printout, magnetic tape or diskette) on such date, listing Obligors and
the Receivables respectively owed by such Obligors on such date together with
the aged Outstanding Balances of such Receivables, in form and substance
satisfactory to the Transferee.

          "Incipient Event of Termination" means an event that but for notice or
           ------------------------------
lapse of time or both would constitute an Event of Termination.

          "Indemnified Amounts" has the meaning specified in Section 8.01.
           -------------------

          "Outstanding Balance" of any Contract at any date means the net
           -------------------
present value of the total Periodic Payments due to Originator over the
remaining term of the Contract (net of any security deposits or advance rental
payments received by Originator) and not yet paid by the Obligor, discounted at
the implied interest rate used by the Originator in originating such Contract,
as determined by subtracting all amounts representing unearned interest from the
aggregate amount of such Periodic Payments.

          "Purchase Price" has the meaning set forth in Section 2.02(b).
           --------------

          "Receivables Transfer Agreement" means that certain Receivables
           ------------------------------
Transfer Agreement, dated as of the date hereof, among the Transferee, as
transferor, Park Avenue Receivables Corporation, as Conduit Transferee, Chase,
as Administrative Agent, the Originator, as Originator and Collection Agent, and
the several financial institutions as may be party from time to time, as APA
Transferees, as amended, supplemented or otherwise modified from time to

                                       4
<PAGE>

time.

          "Receivables Transfer Request" has the meaning specified in Section
           ----------------------------
2.02(a).

          "Related Contract" means, with respect to a Transfer Date, any
           ----------------
Contract included in the Contracts transferred to the Transferee pursuant to
Section 2.02 on such Transfer Date; provided, that after the Outstanding Balance
of such Contract has been collected, it shall no longer constitute a "Related
Contract" hereunder.

          "Settlement Date" means the fifteenth calendar day of each month (or
           ---------------
if such day is not a Business Day, the immediately succeeding Business Day);
provided, however, that following the occurrence of an Event of Termination,
Settlement Dates shall occur on such days as are selected from time to time by
the Transferee or its designee in a written notice to the Collection Agent.

          "Transaction Document" means any of this Agreement, the Receivables
           --------------------
Transfer Agreement and all other agreements and documents delivered and/or
related hereto or thereto.

          "Transfer" means a transfer by the Originator of Receivables to the
           --------
Transferee pursuant to Article II.

          "Transfer Date" has the meaning specified in Section 2.02(a).
           -------------

          "Transferred Receivable" means any Receivable which, pursuant to the
           ----------------------
procedure described in Section 2.02(d), has been identified as a Transferred
Receivable.

          SECTION 1.02.  Other Terms. Capitalized terms used and not defined
                         -----------
herein shall have the meanings assigned to them in the Receivables Transfer
Agreement. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles. All terms
used in Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9.

          ARTICLE II AMOUNTS AND TERMS OF TRANSFERS AND CONTRIBUTIONS

          SECTION 2.01.  Facility. On the terms and conditions hereinafter set
                         --------
forth and without recourse (except to the extent as is specifically provided
herein), the Transferee may accept from the Originator Eligible Receivables of
the Originator from time to time during the period from the date hereof to the
Facility Termination Date. Each Transfer of such Receivables shall include the
transfer to the Transferee of the Related Security and Collections with respect
thereto.

          SECTION 2.02.  Making Transfers.
                         ----------------

          (a)  Transfers. Each Transfer from the Originator shall be made on
               ---------
notice from the Originator to the Transferee given no later than 10:00 a.m. (New
York City time) on the date of such Transfer. Each such request for a Transfer
(each a "Receivables Transfer Request") shall specify the date of such Transfer
         ----------------------------
(which shall be a Business Day) and the proposed Purchase Price (as determined
pursuant to Section 2.02(b)) for such Transfer. On the date of each Transfer

                                       5
<PAGE>

(each a "Transfer Date"), the Transferee shall, upon satisfaction of the
         -------------
applicable conditions set forth in Article III, make available to the Originator
the Purchase Price for such Transfer in accordance with Section 2.02(c).

          (b)  Determination of Purchase Price. The "Purchase Price" for the
               -------------------------------       --------------
Receivables that are the subject of any Transfer hereunder shall be equal to the
aggregate Outstanding Balance of such Receivables.

          (c)  Payment of Purchase Price. On each Transfer Date, the Transferee
               -------------------------
shall pay to the Originator the Purchase Price for the applicable Transfer in
cash, to the extent of funds obtained by the Transferee on such date under the
Receivables Transfer Agreement, after satisfying the Transferee's obligations
under the Receivables Transfer Agreement and after netting any amounts owed to
the Transferee by the Originator hereunder (including amounts owed under Section
2.04), and to the extent such Purchase Price remains unpaid, such remaining
portion of such Purchase Price shall be a true contribution to capital made by
the Originator to the Transferee.

          (d)  Identification of Transferred Receivables. On or prior to each
               -----------------------------------------
Transfer Date, the Originator shall deliver to the Transferee a list of Related
Contracts for the Receivables to be transferred on such Transfer Date, which
list shall also be delivered to the Administrative Agent in accordance with
paragraph (j) of Exhibit IV of the Receivables Transfer Agreement. Such list
shall evidence the Transferred Receivables for such Transfer Date.

          (e)  Conveyance. The Originator hereby conveys to the Transferee all
               ----------
of its right, title and interest in the Transferred Receivables and the Related
Security and Collections with respect thereto.

          SECTION 2.03.  Collections. (a) Unless otherwise agreed, the
                         -----------
Collection Agent shall, on each Settlement Date, deposit into an account of the
Transferee or the Transferee's assignee all Collections of Transferred
Receivables then held by the Collection Agent.

          (b)  In the event that the Originator believes that Collections which
are not Collections of Transferred Receivables have been deposited into an
account of the Transferee or the Transferee's assignee, the Originator shall so
advise the Transferee and, on the Business Day following such identification,
the Transferee shall remit, or shall cause to be remitted, all Collections so
deposited which are identified, to the Transferee's satisfaction, to be
Collections of Receivables which are not Transferred Receivables to the
Originator.

          SECTION 2.04.  Settlement Procedures. (a) Upon discovery by the
                         ---------------------
Originator or the Transferee or the Administrative Agent of a breach of any of
the representations and warranties made or deemed made by the Originator in
Section 4.01(i) with respect to any Transferred Receivable, such party shall
give prompt written notice thereof to the other party, as soon as practicable
and in any event within three Business Days following such discovery. The
Originator shall be deemed to have received a Collection in full of such
Transferred Receivable, and all other Receivables relating to the same Contract,
and make available to the Transferee on

                                       6
<PAGE>

the next succeeding Settlement Date an amount equal to the Outstanding Balance
of such Transferred Receivable plus Yield accrued and to accrue thereon through
the end of the then current Settlement Period. Upon such amount being made
available, the Transferee shall retransfer such Transferred Receivables to the
Originator. Each retransfer of a Transferred Receivable shall include the
Related Security with respect to such Transferred Receivable. If the Originator
is not the Collection Agent, the Originator shall pay to the Collection Agent on
or prior to the next Settlement Date the amount required to be paid pursuant to
this subsection.

          (b)  Except as stated in subsection (a) of this Section 2.04, or as
otherwise required by law or the underlying Contract, all Collections from an
Obligor of any Transferred Receivable shall be applied to the Receivables of
such Obligor in the order of the age of such Receivables, starting with the
oldest such Receivable, unless such Obligor designates its payment for
application to specific Receivables.

          SECTION 2.05.  Payments and Computations, Etc. (a) All amounts to be
                         ------------------------------
paid or deposited by the Originator or the Collection Agent hereunder shall be
paid or deposited no later than 11:00 a.m. (New York City time) on the day when
due in same day funds to an account designated in writing by the Transferee to
the Originator on or prior to the initial Transfer hereunder.

          (b)  The Originator shall, to the extent permitted by law, pay to the
Transferee interest on any amount not paid or deposited by the Originator
(whether as Collection Agent or otherwise) when due hereunder at an interest
rate per annum equal to 2% per annum above the Base Rate, payable on demand.

          (c)  All computations of interest and all computations of fees
hereunder shall be made on the basis of a year of 360 days for the actual number
of days elapsed. Whenever any payment or deposit to be made hereunder shall be
due on a day other than a Business Day, such payment or deposit shall be made on
the next succeeding Business Day and such extension of time shall be included in
the computation of such payment or deposit.

          SECTION 2.06.  True Sales and/or Contributions. (a) Each of the
                         -------------------------------
Originator and the Transferee intend the transactions hereunder to constitute
true sales and/or true contributions of the Transferred Receivables, Related
Security and Collections with respect thereto by the Originator to the
Transferee providing the Transferee with all of the Originator's right, title
and interest in and to the Transferred Receivables, Related Security and
Collections with respect thereto, and no party hereto intends the transactions
contemplated hereunder to be, or for any purpose (other than for purposes of
federal or state income or franchise, sale and use or bulk sale taxes) to be
characterized as, a loan from the Transferee to the Originator.

          (b)  In the event (but only to the extent) that the conveyance of
Transferred Receivables, the Related Security and Collections with respect
thereto hereunder is characterized by a court, governmental authority or
regulatory body as a loan rather than a sale or contribution, the Originator
shall be deemed hereunder to have granted to the Transferee, and the Originator
hereby assigns and grants to Transferee, a present and continuing security
interest in all of the

                                       7
<PAGE>

Originator's right, title and interest now or hereafter existing in, to and
under all Transferred Receivables, the Related Security and all Collections with
respect thereto.

                      ARTICLE III CONDITIONS OF TRANSFERS

          SECTION 3.01.  Conditions Precedent to Initial Transfer from the
                         -------------------------------------------------
Originator. The initial Transfer of Receivables from the Originator hereunder
----------
is subject to the conditions precedent that the Transferee shall have received
on or before the date of such Transfer the following, each (unless otherwise
indicated) dated such date, in form and substance satisfactory to the
Transferee:

          (a)  Certified copies of the resolutions of the Board of Directors of
the Originator approving this Agreement and certified copies of all documents
evidencing other necessary corporate or limited liability company action and
governmental approvals, if any, with respect to this Agreement.

          (b)  A certificate of the Secretary or Assistant Secretary of the
Originator certifying the names and true signatures of the officers of the
Originator authorized to sign this Agreement and the other documents to be
delivered by it hereunder.

          (c)  Acknowledgment copies or time stamped receipt copies of proper
financing statements, duly filed on or before the date of the initial Transfer
(or such later date as determined by the Transferee), naming the Originator as
the debtor and the Transferee as the secured party, or other similar instruments
or documents, as the Transferee may deem necessary or desirable under the UCC of
all appropriate jurisdictions or other applicable law to perfect the
Transferee's security interest in the Transferred Receivables and Related
Security and Collections with respect thereto.

          (d)  Acknowledgment copies or time stamped receipt copies of proper
financing statements, if any, necessary to release all security interests and
other rights of any Person in the Transferred Receivables, Related Contracts or
Related Security previously granted by the Originator.

          (e)  Completed requests for information, dated on or before the date
of such initial Transfer, listing all effective financing statements filed in
the jurisdictions referred to in subsection (c) above that name the Originator
as debtor, together with copies of such other financing statements (none of
which shall cover any Transferred Receivables, Related Contracts or Related
Security).

          (f)  Payment by the Transferee to the Originator for the initial
Transfer hereunder will constitute acknowledgment that the conditions set forth
above have been satisfied or waived.

          SECTION 3.02.  Conditions Precedent to All Transfers. The obligation
                         -------------------------------------
of the Transferee to accept each Transfer (including the initial Transfer)
hereunder shall be subject to the further

                                       8
<PAGE>

conditions precedent that:

          (a)  With respect to any such Transfer, on or prior to the date of
such Transfer, the Originator shall have delivered to the Transferee, (i) if
requested by the Transferee, the Originator's General Trial Balance (which if in
magnetic tape or diskette format shall be compatible with the Transferee's
computer equipment) as of a date not more than 31 days prior to the date of such
Transfer, and (ii) a written report identifying, among other things, the
Receivables to be included in such Transfer and the then outstanding Transferred
Receivables and the aged balance thereof, in each case correlated to Transfers;

          (b)  At the request of the Transferee or its assignee, the Originator
will segregate the Related Contracts and other records in its lease files
pertaining to each Receivable and mark its master data processing records
evidencing such Receivables and the Related Contracts, in each case in a manner
reasonably acceptable to the Administrative Agent, evidencing that such
Receivables have been transferred; and

          (c)  On the date of such Transfer the following statements shall be
true (and the Originator, by accepting the amount of such Transfer, shall be
deemed to have certified that):

               (i)    The representations and warranties contained in Section
                      4.01 are correct on and as of the date of such Transfer as
                      though made on and as of such date; and

               (ii)   No event has occurred and is continuing, or would result
                      from such Transfer, that constitutes an Event of
                      Termination or would constitute an Incipient Event of
                      Termination.

          (d)  The Transferee shall have received such other approvals, opinions
or documents as the Transferee may reasonably request.

                   ARTICLE IV REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. A. Representations and Warranties of the Originator. The
                           ------------------------------------------------
Originator represents and warrants as follows:

          (a)  The Originator is a corporation duly incorporated, validly
existing and in good standing under the laws of Delaware, and is duly qualified
to do business, and is in good standing, in every jurisdiction where the nature
of its business requires it to be so qualified, unless the failure to so qualify
would not have a material adverse effect on (i) the interests of the Transferee
hereunder, (ii) the collectibility of the Transferred Receivables, or (iii) the
ability of the Originator or the Collection Agent to perform their respective
obligations hereunder.

          (b)  The execution, delivery and performance by the Originator of this
Agreement and the other documents to be delivered by it hereunder, including the
Originator's transfer of Receivables hereunder, (i) are within the Originator's
corporate powers, (ii) have been duly

                                       9
<PAGE>

authorized by all necessary corporate action, (iii) do not contravene (1) the
Originator's charter or by-laws, (2) any law, rule or regulation applicable to
the Originator, (3) any contractual restriction binding on or affecting the
Originator or its property or (4) any order, writ, judgment, award, injunction
or decree binding on or affecting the Originator or its property, and (iv) do
not result in or require the creation of any lien, security interest or other
charge or encumbrance upon or with respect to any of its properties (except for
the transfer of the Originator's interest in the Transferred Receivables
pursuant to this Agreement). This Agreement has been duly executed and delivered
by the Originator.

          (c)  No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Originator of this Agreement
or any other document to be delivered thereunder.

          (d)  This Agreement constitutes the legal, valid and binding
obligation of the Originator enforceable against the Originator in accordance
with its terms.

          (e)  The balance sheets of the Originator and its subsidiaries as at
December 31, 1999 and June 30, 2000, and the related statements of income and
retained earnings of the Originator and its subsidiaries for the fiscal year
then ended, copies of which have been furnished to the Transferee, fairly
present the financial condition of the Originator and its subsidiaries as at
such date and the results of the operations of the Originator and its
subsidiaries for the period ended on such date, all in accordance with generally
accepted accounting principles consistently applied, and since June 30, 2000
there has been no material adverse change in the business, operations, property
or financial or other condition of the Originator.

          (f)  There is no pending or threatened action or proceeding affecting
the Originator or any of its subsidiaries before any court, governmental agency
or arbitrator which would materially adversely affect the financial condition or
operations of the Originator or any of its subsidiaries or the ability of the
Originator to perform its obligations under this Agreement, or which purports to
affect the legality, validity or enforceability of this Agreement.

          (g)  No proceeds of any Transfer will be used to acquire any equity
security of a class which is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.

          (h)  No transaction contemplated hereby requires compliance with any
bulk sales act or similar law.

          (i)  Each Receivable transferred by the Originator hereunder is an
Eligible Receivable on the date of the related Transfer and the Originator owns
and has the right to transfer each Transferred Receivable, together with the
Related Security and Collections with respect thereto, free and clear of any
Adverse Claim (other than any Adverse Claim arising solely as the result of any
action taken by the Transferee). When the Transferee accepts a Transfer, it
shall acquire a valid and perfected first priority ownership interest in each
Transferred Receivable and the Related Security and Collections with respect
thereto free and clear of any Adverse Claim (other

                                       10
<PAGE>

than any Adverse Claim arising solely as the result of any action taken by the
Transferee), and no effective financing statement or other instrument similar in
effect covering any Transferred Receivable, any interest therein, the Related
Security or Collections with respect thereto is on file in any recording office
except for those filed in favor of the Originator, as secured party, which cover
only Equipment, accessories, attachments and additions thereto (and
substitutions and proceeds thereof) and such as may be filed in favor of
Transferee in accordance with this Agreement or in connection with any Adverse
Claim arising solely as the result of any action taken by the Transferee.

     (j) Each Originator Report (if prepared by the Originator, or to the extent
that information contained therein is supplied by the Originator), information,
exhibit, financial statement, document, book, record or report furnished or to
be furnished at any time by the Originator to the Transferee in connection with
this Agreement is or will be accurate in all material respects as of its date or
(except as otherwise disclosed to the Transferee at such time) as of the date so
furnished, and no such document contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact necessary in
order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.

     (k) The principal place of business and chief executive office of the
Originator and the office where the Originator keeps its records concerning the
Receivables are located at the respective addresses set forth on Exhibit B
hereof.

     (l) The Originator is not known by and does not use any trade name or
doing-business-as name.

     (m) With respect to any programs used by the Originator in the servicing of
the Receivables, no sublicensing agreements are necessary in connection with the
designation of a new Collection Agent so that such new Collection Agent shall
have the benefit of such programs (it being understood that, however, the
                                   -- ----- ---------- ----
Collection Agent, if other than the Originator, shall be required to be bound by
a confidentiality agreement reasonably acceptable to the Originator).

     (n) The transfers of Receivables by the Originator to the Transferee
pursuant to this Agreement, and all other transactions between the Originator
and the Transferee, have been and will be made in good faith and without intent
to hinder, delay or defraud creditors of the Originator.

     (o) If less than all of the Receivables of the Originator have been
transferred to the Transferee pursuant to this Agreement, no selection procedure
was utilized by the Originator in selecting the Transferred Receivables to be
transferred to the Transferee hereunder which is materially adverse to the
interests of the Transferee or would reasonably be expected to result in the
Transferred Receivables containing a higher percentage of Defaulted Receivables
than the percentage of Defaulted Receivables in the Receivables retained by the
Originator.  With respect to each Transferred Receivable, such Receivable is
representative of all of the Receivables owned by the Originator.

                                       11
<PAGE>

     (p) Each Contract giving rise to a Receivable provides for Periodic
Payments that will fully amortize such Receivable over the term of the Contract
related thereto and the Originator has not extended the maturity or adjusted the
Outstanding Balance of any Receivable or otherwise amended, modified or waived
the terms of any Receivable or any Contract relating to any Receivable such that
the interests of the Transferee would be materially and adversely affected
thereby.

     B. Representation and Warranty of the Transferee.  The Transferee is
        ---------------------------------------------
acquiring the Transferred Receivables, the Related Security and Collections with
respect thereto in good faith, without knowledge of any Adverse Claim against,
interest in, or defense to the payment of such assets (other than any Adverse
Claim arising solely as the result of any action taken by the Transferee).

                              ARTICLE V COVENANTS


     SECTION 5.01.  A.  Covenants of the Originator.  From the date hereof until
                        ---------------------------
the first day following the Facility Termination Date on which all of the
Transferred Receivables are either collected in full or become Defaulted
Receivables:

     (a) Compliance with Laws, Etc.  The Originator will comply in all material
         -------------------------
respects with all applicable laws, rules, regulations and orders and preserve
and maintain its corporate existence, rights, franchises, qualifications and
privileges except to the extent that the failure so to comply with such laws,
rules and regulations or the failure so to preserve and maintain such existence,
rights, franchises, qualifications, and privileges would not materially
adversely affect the collectibility of the Transferred Receivables or the
ability of the Originator to perform its obligations under this Agreement.

     (b) Offices, Records and Books of Account.  The Originator will keep its
         -------------------------------------
principal place of business and chief executive office and the office where it
keeps its records concerning the Transferred Receivables at the respective
addresses set forth on Exhibit B hereof or, upon 30 days' prior written notice
to the Transferee, at any other locations in jurisdictions where all actions
required by Section 5.01(i) shall have been taken and completed.  The Originator
also will maintain and implement administrative and operating procedures
(including, without limitation, an ability to recreate records evidencing
Transferred Receivables and related Contracts in the event of the destruction of
the originals thereof), and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of all
Transferred Receivables (including, without limitation, records adequate to
permit the daily identification of each new Transferred Receivable and all
Collections of and adjustments to each existing Transferred Receivable).  The
Originator shall make a notation in its books and records, including its
computer files, to indicate which Receivables have been transferred to the
Transferee hereunder.

     (c) Performance and Compliance with Contracts and Credit and Collection
         -------------------------------------------------------------------
Policy.  The Originator will, at its expense, timely and fully perform and
------
comply with all material provisions, covenants and other promises required to be
observed by it under the Contracts

                                       12
<PAGE>

related to the Transferred Receivables, and timely and fully comply in all
material respects with the Credit and Collection Policy in regard to each
Transferred Receivable and the related Contract.

     (d) Sales, Liens, Etc.  Except for the transfers contemplated herein, the
         -----------------
Originator will not sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist any Adverse Claim upon or with respect
to, any Transferred Receivable, Related Security, related Contract or
Collections, or upon or with respect to any account to which any Collections of
any Transferred Receivables are sent, or assign any right to receive income in
respect thereof.

     (e) Extension or Amendment of Transferred Receivables.  The Originator will
         -------------------------------------------------
not extend the maturity of, or adjust the Outstanding Balance of, any
Transferred Receivable, or amend or otherwise modify the terms of any
Transferred Receivable, or amend, modify or waive any term or condition of any
Contract related thereto such that the interests of the Transferee would be
materially and adversely affected thereby.

     (f) Change in Business or Credit and Collection Policy.  The Originator
         --------------------------------------------------
will not make any change in the character of its business or in the Credit and
Collection Policy that would, in either case, materially adversely affect the
collectibility of the Transferred Receivables or the ability of the Originator
to perform its obligations under this Agreement.

     (g) Audits.  The Originator will, from time to time during regular business
         ------
hours as requested by the Transferee or its assigns, permit the Transferee, or
its agents, representatives or assigns, (i) to examine and make copies of and
abstracts from all books, records and documents (including, without limitation,
computer tapes and disks) in the possession or under the control of the
Originator relating to Transferred Receivables and the Related Security,
including, without limitation, the related Contracts, and (ii) to visit the
offices and properties of the Originator for the purpose of examining such
materials described in clause (i) above, and to discuss matters relating to
Transferred Receivables and the Related Security or the Originator's performance
hereunder or under the Contracts with any of the officers or employees of the
Originator having knowledge of such matters.

     (h) Change in Payment Instructions to Obligors.  The Originator will not
         ------------------------------------------
make any change in its instructions to Obligors regarding payments to be made by
it unless the Transferee shall have received notice of such change.

     (i) Further Assurances.
         ------------------

         (i)  The Originator agrees from time to time, at its expense, promptly
              to execute and deliver all further instruments and documents, and
              to take all further actions, that may be necessary or desirable,
              or that the Transferee or its assignee may reasonably request, to
              perfect, protect or more fully evidence the transfer of the
              Transferred Receivables and the Related Security and Collections
              with respect thereto under this Agreement, or to

                                       13
<PAGE>

                 enable the Transferee or its assignee to exercise and enforce
                 its respective rights and remedies under this Agreement.
                 Without limiting the foregoing, the Originator will, upon the
                 request of the Transferee or its assignee, (1) execute and file
                 such financing or continuation statements, or amendments
                 thereto, and such other instruments and documents, that may be
                 necessary or desirable to perfect, protect or evidence such
                 Transferred Receivables, including, without limitation, (A)
                 filing such financing statements as may be reasonably
                 necessary, in the Transferee's opinion, to perfect its security
                 interest in the right, title and interest of the Originator in
                 Equipment granted hereunder, within 30 days of the Initial
                 Transfer Date, and (B) provide an opinion of counsel with
                 respect to the perfection of such security interest, in form
                 and substance satisfactory to the Transferee, within 30 days of
                 the Initial Transfer Date; (2) providing to the Transferee,
                 from time to time, all information regarding the location of
                 any such Equipment as may be reasonably necessary, in the
                 Transferee's opinion, to prepare any financing statement
                 relating to such Equipment; and (3) deliver to the Transferee
                 copies of all Contracts relating to the Transferred Receivables
                 and all records relating to such Contracts and the Transferred
                 Receivables, whether in hard copy or in magnetic tape or
                 diskette format (which if in magnetic tape or diskette format
                 shall be compatible with the Transferee's computer equipment).

          (ii)   The Originator authorizes the Transferee or its assignee to
                 file financing or continuation statements, and amendments
                 thereto and assignments thereof, relating to the Transferred
                 Receivables and the Related Security, the related Contracts and
                 the Collections with respect thereto without the signature of
                 the Originator where permitted by law. A photocopy or other
                 reproduction of this Agreement shall be sufficient as a
                 financing statement where permitted by law.

          (iii)  The Originator shall perform its obligations under the
                 Contracts related to the Transferred Receivables to the same
                 extent as if the Transferred Receivables had not been
                 transferred.

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

          (i)    as soon as available and in any event within 60 days after the
                 end of the first three quarters of each fiscal year of the
                 Originator, balance sheets of the Originator and its
                 subsidiaries as of the end of such quarter and statements of
                 income and retained earnings of the Originator and its
                 subsidiaries for the period commencing at the end of the
                 previous fiscal year and ending with the end of such quarter,
                 certified by the chief financial officer of the Originator;

                                       14
<PAGE>

          (ii)   as soon as available and in any event within 120 days after the
                 end of each fiscal year of the Originator, a copy of the annual
                 report for such year for Ikon Office Solutions, Inc. and the
                 Annual Report on Form 10-K for the Originator and its
                 subsidiaries, containing financial statements for such year
                 audited by Price Waterhousecoopers, LLP or other independent
                 public accountants acceptable to the Administrative Agent;

          (iii)  as soon as possible and in any event within five days after the
                 occurrence of each Event of Termination or Incipient Event of
                 Termination, a statement of the chief financial officer of the
                 Originator setting forth details of such Event of Termination
                 or Incipient Event of Termination and the action that the
                 Originator has taken and proposes to take with respect thereto;

          (iv)   promptly after the sending or filing thereof, copies of all
                 reports that the Originator sends to any of its
                 securityholders, and copies of all reports and registration
                 statements that the Originator or any subsidiary files with the
                 Securities and Exchange Commission or any national securities
                 exchange;

          (v)    promptly after the filing or receiving thereof, copies of all
                 reports and notices that the Originator or any Affiliate files
                 under ERISA with the Internal Revenue Service or the Pension
                 Benefit Guaranty Corporation or the U.S. Department of Labor or
                 that the Originator or any Affiliate receives from any of the
                 foregoing or from any multiemployer plan (within the meaning of
                 Section 4001(a)(3) of ERISA) to which the Originator or any
                 Affiliate is or was, within the preceding five years, a
                 contributing employer, in each case in respect of the
                 assessment of withdrawal liability or an event or condition
                 which could, in the aggregate, result in the imposition of
                 liability on the Originator and/or any such Affiliate in excess
                 of $5,000,000;

          (vi)   at least ten Business Days prior to any change in the
                 Originator's name, a notice setting forth the new name and the
                 effective date thereof;

          (vii)  concurrently with the delivery of each Originator Report by the
                 Collection Agent, a statement as to whether or not all of the
                 Receivables under all Contracts arising during the immediately
                 preceding month have been transferred by the Originator to the
                 Transferee and, if less than all of such Receivables have been
                 transferred, a summary of those Receivables not transferred;
                 and

          (viii) such other information respecting the Transferred Receivables
                 or the condition or operations, financial or otherwise, of the
                 Originator as the Transferee may from time to time reasonably
                 request.

                                       15
<PAGE>

     (k)  Separate Conduct of Business.  The Originator will:
          ----------------------------

          (i)    maintain separate corporate records and books of account from
                 those of the Transferee;

          (ii)   conduct its business from an office separate from that of the
                 Transferee;

          (iii)  ensure that all oral and written communications, including
                 without limitation, letters, invoices, purchase orders,
                 contracts, statements and applications, will be made solely in
                 its own name;

          (iv)   not hold itself out as having agreed to pay, or as being liable
                 for, the obligations of the Transferee;

          (v)    not engage in any transaction with the Transferee except as
                 contemplated by this Agreement or as permitted by the
                 Receivables Transfer Agreement;

          (vi)   continuously maintain as official records the resolutions,
                 agreements and other instruments underlying the transactions
                 contemplated by this Agreement; and

          (vii)  disclose on its annual financial statements the effects of the
                 transactions contemplated by this Agreement in accordance with
                 generally accepted accounting principles.

     B.   Covenants of the Transferee.  From the date hereof until the
          ---------------------------
termination of this Agreement, the Transferee will:

     (a)  maintain separate corporate records and books of account from those of
          the Originator;

     (b)  conduct its business from an office separate from that of the
          Originator;

     (c)  ensure that all oral and written communications, including without
          limitation, letters, invoices, purchase orders, contracts, statements
          and applications, will be made solely in its own name;

     (d)  not hold itself out as having agreed to pay, or as being liable for,
          the obligations of the Originator; and

     (e)  continuously maintain as official records the resolutions, agreements
          and other instruments underlying the transactions contemplated by this
          Agreement.

                                       16
<PAGE>

                        ARTICLE VI TRANSFER OF RECORDS


     SECTION 6.01.  Transfer of Records to Transferee.  Each Transfer of
                    ---------------------------------
Receivables hereunder shall include the transfer to the Transferee of all of the
Originator's right and title to and interest in the records relating to such
Receivables and shall include an irrevocable non-exclusive license to the use of
the Originator's computer software system to access and create such records.
Such license shall be without royalty or payment of any kind, is coupled with an
interest, and shall be irrevocable until all of the Transferred Receivables are
either collected in full or become Defaulted Receivables.

     The Originator shall take such action requested by the Transferee, from
time to time hereafter, that may be necessary or appropriate to ensure that the
Transferee has an enforceable interest in the records relating to the
Transferred Receivables and rights to the use of the Originator's computer
software system to access and create such records.

     In recognition of the Originator's need to have access to the records
transferred to the Transferee hereunder, the Transferee hereby grants to the
Originator an irrevocable license to access such records in connection with any
activity arising in the ordinary course of the Originator's business or in
performance of its duties as Collection Agent, provided that (i) the Originator
shall not disrupt or otherwise interfere with the Transferee's use of and access
to such records during such license period and (ii) the Originator consents to
the assignment and delivery of the records (including any information contained
therein relating to the Originator or its operations) to any assignees or
transferees of the Transferee provided they agree to hold such records
confidential.

                       ARTICLE VII EVENTS OF TERMINATION


     SECTION 7.01.  Events of Termination.  If any of the following events
                    ---------------------
("Events of Termination") shall occur and be continuing:
  ---------------------

     (a) The Collection Agent (if the Originator or any of its Affiliates) (i)
shall fail to perform or observe any term, covenant or agreement under this
Agreement (other than as referred to in clause (ii) of this subsection (a)) and
such failure shall remain unremedied for three Business Days after the receipt
of notice or actual knowledge thereof or (ii) shall fail to make when due any
payment or deposit to be made by it under this Agreement; or

     (b) The Originator shall fail (i) to transfer to the Transferee when
requested any rights, pursuant to this Agreement, which the Originator then has
as Collection Agent, or (ii) to make any payment required under Section 2.04(a);
or

     (c) Any representation or warranty made or deemed made by the Originator
(or any of its officers) under or in connection with this Agreement or any
information or report delivered by the Originator pursuant to this Agreement
shall prove to have been incorrect or untrue in any material respect when made
or deemed made or delivered; or

                                       17
<PAGE>

     (d) The Originator shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement on its part to be performed or
observed and any such failure shall remain unremedied for 10 days after written
notice thereof shall have been given to the Originator by the Transferee; or

     (e) Any member of the IKON Group or any Subsidiary thereof shall fail to
pay any principal of or premium or interest on any of its Debt which is
outstanding in a principal amount of at least 10,000,000 in the aggregate when
the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), redeemed, purchased
or defeased, or an offer to repay, redeem, purchase or defease such Debt shall
be required to be made, in each case prior to the stated maturity thereof; or

     (f) Any member of the IKON Group or any Subsidiary thereof shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against any
such member or Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its
property and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 30 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or any such member or
Subsidiary shall take any corporate action to authorize any of the actions set
forth above in this subsection (f); or

     (g) A Trigger Event shall have occurred under the Receivables Transfer
Agreement; or

     (h) There shall have occurred any material adverse change in the financial
condition or operations of the Originator since June 30, 2000; or there shall
have occurred any event which may materially adversely affect the collectibility
of the Transferred Receivables or the ability of the Originator to collect
Transferred Receivables or otherwise perform its obligations under this
Agreement;

then, and in any such event, the Transferee may (with the consent of the
Administrative Agent),

                                       18
<PAGE>

by notice to the Originator, take either or both of the following actions: (x)
declare the Facility Termination Date to have occurred (in which case the
Facility Termination Date shall be deemed to have occurred) and (y) without
limiting any right under this Agreement to replace the Collection Agent,
designate another Person to succeed the Originator as Collection Agent;
provided, that, automatically upon the occurrence of any event (without any
--------
requirement for the passage of time or the giving of notice) described in
paragraph (f) of this Section 7.01, the Facility Termination Date shall occur,
the Originator (if it is then serving as the Collection Agent) shall cease to be
the Collection Agent, and the Transferee (or its assigns or designees) shall
become the Collection Agent. Upon any such declaration or designation or upon
such automatic termination, the Transferee shall have, in addition to the rights
and remedies under this Agreement, all other rights and remedies with respect to
the Receivables provided after default under the UCC and under other applicable
law, which rights and remedies shall be cumulative.

                         ARTICLE VIII INDEMNIFICATION


     SECTION 8.01.  Indemnities by the Originator.  Without limiting any other
                    -----------------------------
rights which the Transferee may have hereunder or under applicable law, the
Originator hereby agrees to indemnify the Transferee and its assigns and
transferees (each, an "Indemnified Party") from and against any and all damages,
                       -----------------
claims, losses, liabilities and related costs and expenses, including reasonable
attorneys' fees and disbursements (all of the foregoing being collectively
referred to as "Indemnified Amounts"), awarded against or incurred by any
                -------------------
Indemnified Party in connection with the transactions contemplated by this
Agreement. It is expressly agreed and understood by the parties hereto (i) that
the foregoing indemnification is not intended to, and shall not, constitute a
guarantee of the collectibility or payment of the Transferred Receivables and
(ii) that nothing in this Section 8.01 shall require the Originator to indemnify
any Person (1) for Receivables which are not collected, not paid or
uncollectible on account of the insolvency, bankruptcy, or financial inability
to pay of the applicable Obligor, (2) for damages, losses, claims or liabilities
or related costs or expenses resulting from such Person's gross negligence or
willful misconduct, or (3) for any income taxes or franchise taxes incurred by
such Person arising out of or as a result of this Agreement or in respect of any
Transferred Receivable or any Contract.

                           ARTICLE IX MISCELLANEOUS



     SECTION 9.01.  Amendments, Etc.   No amendment or waiver of any provision
                    ---------------
of this Agreement or consent to any departure by the Originator therefrom shall
be effective unless in a writing signed by the Transferee and consented to by
the Administrative Agent and, in the case of any amendment, also signed by the
Originator, and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided,
                                                                       --------
however, that no such material amendment shall be effective until both Moody's
-------
and S&P have notified the Administrative Agent in writing that such action will
not result in a reduction or withdrawal of the rating of any of the Conduit
Transferee's commercial paper notes. No failure on the part of the Transferee to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.

                                       19
<PAGE>

     SECTION 9.02.  Notices, Etc.   All notices and other communications
                    ------------
hereunder shall, unless otherwise stated herein, be in writing (which shall
include facsimile communication) and be faxed or delivered, to each party
hereto, at its address set forth under its name on the signature pages hereof or
at such other address as shall be designated by such party in a written notice
to the other parties hereto.  Notices and communications by facsimile shall be
effective when sent (and shall be followed by hard copy sent by regular mail),
and notices and communications sent by other means shall be effective when
received.

     SECTION 9.03.  Binding Effect: Assignability.  (a) This Agreement shall
                    -----------------------------
be binding upon and inure to the benefit of the Originator, the Transferee and
their respective successors and assigns; provided, however, that the Originator
                                         --------  -------
may not assign its rights or obligations hereunder or any interest herein
without the prior written consent of the Transferee.  In connection with any
assignment by the Transferee of all or a portion of the Transferred Receivables,
the assignee shall, to the extent of its assignment, have all rights of the
Transferee under this Agreement (as if such buyer or assignee, as the case may
be, were the Transferee hereunder) except to the extent specifically provided in
the agreement between the Transferee and such assignee.

     (b) This Agreement shall create and constitute the continuing obligations
of the parties hereto in accordance with its terms, and shall remain in full
force and effect until such time, after the Facility Termination Date, when all
of the Transferred Receivables are either collected in full or become Defaulted
Receivables; provided, however, that rights and remedies with respect to any
             --------  -------
breach of any representation and warranty made by the Originator pursuant to
Article IV and the provisions of Article VIII and Sections 9.04, 9.05 and 9.06
shall be continuing and shall survive any termination of this Agreement.

     SECTION 9.04.  Costs, Expenses and Taxes.  (a) In addition to the rights of
                    -------------------------
indemnification granted to the Transferee pursuant to Article VIII hereof, the
Originator agrees to pay on demand all costs and expenses in connection with the
preparation, execution and delivery of this Agreement and the other documents
and agreements to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Transferee
(including the reasonable allocable fees of the Transferee's in-house counsel)
with respect thereto and with respect to advising the Transferee as to its
rights and remedies under this Agreement, and the Originator agrees to pay all
costs and expenses, if any (including reasonable counsel fees and expenses), in
connection with the enforcement of this Agreement and the other documents to
be delivered hereunder excluding, however, any costs of enforcement or
                       ---------  -------
collection of Transferred Receivables.

     (b) In addition, the Originator agrees to pay any and all stamp and other
taxes and fees payable in connection with the execution, delivery, filing and
recording of this Agreement or the other documents or agreements to be delivered
hereunder, and the Originator agrees to save each Indemnified Party harmless
from and against any liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.

     SECTION 9.05.  No Proceedings.  The Originator hereby agrees that it will
                    --------------
not institute against the Transferee any proceeding of the type referred to in
Section 7.01(f) so long as there

                                       20
<PAGE>

shall not have elapsed one year plus one day since the later of (i) the Facility
Termination Date and (ii) the date on which all of the Transferred Receivables
are either collected in full or become Defaulted Receivables.

     SECTION 9.06.  Confidentiality.  Unless otherwise required by applicable
                    ---------------
law, each party hereto agrees to maintain the confidentiality of this Agreement
in communications with third parties and otherwise; provided that this Agreement
may be disclosed to (i) third parties to the extent such disclosure is made
pursuant to a written agreement of confidentiality in form and substance
reasonably satisfactory to the other party hereto, and (ii) such party's legal
counsel and auditors and the Transferee's assignees, if they agree in each case
to hold it confidential.

     SECTION 9.07.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
                    -------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF), EXCEPT TO THE EXTENT THAT
THE PERFECTION OF THE TRANSFEREE'S INTEREST IN THE RECEIVABLES OR REMEDIES
HEREUNDER IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK.

     SECTION 9.08.  Third Party Beneficiary.  Each of the parties hereto hereby
                    -----------------------
acknowledges that the Transferee may assign all or any portion of its rights
under this Agreement and that such assignees may (except as otherwise agreed to
by such assignees) further assign their rights under this Agreement, and the
Originator hereby consents to any such assignments. All such assignees,
including parties to the Receivables Transfer Agreement in the case of
assignment to such parties, shall be third party beneficiaries of, and shall be
entitled to enforce the Transferee's rights and remedies under, this Agreement
to the same extent as if they were parties thereto, except to the extent
specifically limited under the terms of their assignment.

     SECTION 9.09.  Tax Treatment.  It is the intention of the Originator and
                    -------------
the Transferee that for federal, state and local income and franchise tax
purposes, the Transferee's Interest will be treated as evidence of indebtedness
of the Originator secured by the Receivables, the Related Security and
Collections and other proceeds thereof. The Originator and the Transferee, by
entering into this Agreement, intend to treat the Transferee's Interest as
indebtedness. The provisions of this Agreement and all related Transaction
Documents shall be construed to further such intentions of the parties hereto.

     SECTION 9.10.  Execution in Counterparts.  This Agreement may be executed
                    -------------------------
in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the
same agreement.

                                       21
<PAGE>

                                                              Transfer Agreement


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



ORIGINATOR:                   IOS CAPITAL, INC.


                              By:__________________________
                              Name:  J.F. Quinn
                              Title: Treasurer



                              for purposes of notices, with a copy to:

                              Ikon Office Solutions, Inc.
                              70 Valley Stream Pkwy.
                              Malvern, PA 19355
                              Attn: J.F. Quinn
                              Facsimile No.: (610) 408-7022

                                      S_1
<PAGE>

                                                              Transfer Agreement


TRANSFEREE:                   IKON FUNDING-2, LLC

                              By: IKON FUNDING, INC., its Manager


                              By:__________________________________
                                Name:  Russell Slack
                                Title: President

                                      S_2
<PAGE>

                                                              Transfer Agreement

                                   EXHIBIT A
                                   ---------


                         CREDIT AND COLLECTION POLICY

                                      A_1
<PAGE>

                                                              Transfer Agreement

                                   EXHIBIT B
                                   ---------


     The principal place of business and chief executive offices of the
Transferor are located at:

                              IKON FUNDING-2, LLC
                                1738 Bass Road
                             Macon, Georgia 31210

     The original records concerning the Receivables (and all original documents
related thereto) are located at the offices of the Collection Agent at:

                               IOS CAPITAL, INC.
                                1738 Bass Road
                             Macon, Georgia 31210

                                      B_1
</TEXT>
</DOCUMENT>
