Common use of Collection Account; Payments Clause in Contracts

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (vii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (x) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xi) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.07, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b Notes; and (e) to make Interest Payments on the Class A-4 Notes; (vi) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (vii) to make the Class A Principal Payment (a) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (b) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (c) pro rata, to the Class A-3a Noteholders and the Class A-3b Noteholders only, until the Outstanding Principal Amount on the Class A-3a Notes and the Outstanding Principal Amount on the Class A-3b Notes has been reduced to zero, then (d) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectively, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xii) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Paymentsnet of any Excess Copy Charges and Fee Per Scan Charges); (ii) Residual Realizations up to the Residual Amount Cap; (iii) recoveries from Non-Performing Leases to the extent IOS Capital Copelco has not substituted Substitute Leases for such Non-Performing LeasesLeases (except to the extent required to reimburse unreimbursed Servicer Advances); (iiiiv) late charges received on delinquent Lease Payments payments not advanced by the Servicer; (ivv) proceeds from purchases repurchases by IOS Capital Copelco of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement by Copelco to the extent IOS Capital Copelco has not substituted Substitute Leases for such Leases; (vvi) proceeds, if any, proceeds from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Residual Account; (vivii) Casualty Payments; (viiviii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits;Termination Payments; and (x) Termination Payments payments from the Seller to the extent that, prior effect a redemption pursuant to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xi) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 6.02 and moneys collected by the Trustee are being applied in accordance with Section 7.076.06, Available Funds on deposit in the Collection Account (including and the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Residual Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) 3.04 shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report):required payments: (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (ivii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (viii) concurrently and pro rataconcurrently: (aA) to make Interest Payments on the Class A-1 Notes; (bB) to make Interest Payments on the Class A-2 A- 2 Notes; (cC) to make Interest payments on the Class A-3 Notes; (D) to make Interest payments on the Class A-4 Notes; (iv) to make Interest Payments on the Class A-3a B Notes; ; (dv) to make Interest Payments on the Class A-3b Notes; and (e) to make Interest Payments on the Class A-4 C Notes; (vi) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (vii) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, only until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, only until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a A-3 Noteholders and the Class A-3b Noteholders only, only until the Outstanding Principal Amount on the Class A-3a A-3 Notes and the Outstanding Principal Amount on the Class A-3b Notes has been is reduced to zero, then and finally, (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (vii) to pay the Class B Principal Payment to the Class B Noteholders; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is to pay the Servicer, Class C Principal Payment to the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectively, Class C Noteholders; (ix) to pay the Additional Principal, if any, as an additional reduction of principal, first to the Class A A-2 Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Class A-2 Principal Amount on all of the Class A Notes has been reduced to zero; (ix) , second to pay the Counterparty any amounts due upon termination Class A-3 Noteholders until the Outstanding Class A-3 Principal Amount has been reduced to zero, third to the Class A-4 Noteholders until the Outstanding Class A-4 Principal Amount has been reduced to zero, thereafter to the Class B Noteholders as an additional reduction of principal until the Swap DocumentsOutstanding Class B Principal Amount has been reduced to zero and, thereafter to the Class C Noteholders until the Outstanding Class C Principal Amount has been reduced to zero; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during such time as a Renewal Account Deposit PeriodResidual Event has occurred and is continuing, to make a deposit to the Renewal Residual Account in an amount equal to the excess balance of the Required Renewal Amount over the amount remaining Residual Realizations on deposit in the Renewal AccountCollection Account and included in Available Funds up to the Residual Amount Cap after giving effect to the allocations in clauses (i) through (x) above on such Payment Date; and (xii) to pay the IssuerCompany, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) . Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, retain in the Collection Account an amount equal to all Lease Payments received that were due after since the prior Due Period, and all Casualty Payments, Payments and Termination Payments received or realized by the Trustee after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c3.03(b) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer Company or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c3.03(b) such amount or portion thereof shall be deemed to have not been previously so distributed. (dc) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts total amount of Residual Realizations which are required to be withdrawn (on an item-by-item basis) from deposited into the Collection Account other than as provided in Section 3.03(b)on any day, (ii) stating that none of is an amount up to the Available Residual Amount on such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relatedate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Paymentsnet of any Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges); (ii) recoveries from Non-Performing Leases to the extent IOS Capital Copelco has not substituted Substitute Leases for such Non-Performing LeasesLeases (except to the extent required to reimburse unreimbursed Servicer Advances); (iii) late charges received on delinquent Lease Payments payments not advanced by the Servicer; (iv) proceeds (other than Residual Warranty Payments) from purchases by IOS Capital Copelco of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement by Copelco to the extent IOS Capital Copelco has not substituted Substitute Leases for such Leases; (v) proceeds, if any, proceeds from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Reserve Account; (vi) Casualty Payments (other than Residual Casualty Payments); (vii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (x) Termination Payments (other than Residual Prepayments) to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xiix) proceeds for payments from the Transferor to effect a redemption of the Notes in the event the Issuer exercises its right pursuant to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 6.02 and moneys collected by the Trustee are being applied in accordance with Section 7.076.06, Available Funds on deposit in the Collection Account (including and the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) 3.05 shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report):required payments: (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (ivii) to pay the Trustee Fee; (iii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (viv) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a A-3 Notes; (d) to make Interest Payments on the Class A-3b A-4 Notes; and (e) to make Interest Payments on the Class A-4 A-5 Notes; (v) to make Interest Payments on the Class B Notes; (vi) to pay make Interest Payments on the Insurer any Reimbursement Amounts due under the terms of the Insurance AgreementClass C Notes; (vii) to make Interest Payments on the Class D Notes; (viii) to make Interest Payments on the Class E Notes; (ix) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a A-3 Notes and the Outstanding Principal Amount on the Class A-3b Notes has been is reduced to zero, then (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero and finally, (v) to the Class A-5 Noteholders until the Outstanding Principal Amount on the Class A-5 Notes is reduced to zero; (viiix) if an Acceleration Event has occurred or, if and so long as IOS Capital is to pay the Servicer, Class B Principal Payment to the senior long-term debt rating assigned by Xxxxx'x or S&P Class B Noteholders; (xi) to IOS Capital is Ba2 or below or BB or below, respectively, pay the Class C Principal Payment to the Class C Noteholders; (xii) to pay the Class D Principal Payment to the Class D Noteholders; (xiii) to pay the Class E Principal Payment to the Class E Noteholders; (xiv) to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, Payment until the Outstanding Principal Amount as provided in clause (viii) above on all of the Class A Notes has been reduced to zero, thereafter to the Class B Noteholders as an additional reduction of principal until the Outstanding Class B Principal Amount has been reduced to zero, thereafter to the Class C Noteholders until the Outstanding Class C Principal Amount has been reduced to zero; thereafter to the Class D Noteholders until the Outstanding Class D Principal Amount has been reduced to zero; and thereafter to the Class E Noteholders until the Outstanding Class E Principal Amount has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (xxv) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiixvi) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, retain in the Collection Account an amount equal to all Lease Payments received that were due after since the prior Due Period, and all Casualty Payments, Payments and Termination Payments (excluding Residual Realizations) received or realized by the Trustee after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Paymentsnet of any Excess Copy Charges and Fee Per Scan Charges); (ii) recoveries from Non-Performing Leases to the extent IOS Capital Copelco has not substituted Substitute Leases for such Non-Performing LeasesLeases (except to the extent required to reimburse unreimbursed Servicer Advances); (iii) late charges received on delinquent Lease Payments payments not advanced by the Servicer; (iv) proceeds (other than Residual Warranty Payments) from purchases repurchases by IOS Capital Copelco of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement by Copelco to the extent IOS Capital Copelco has not substituted Substitute Leases for such Leases; (v) proceeds, if any, proceeds from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Reserve Account; (vi) Casualty Payments (other than Residual Casualty Payments); (vii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (x) Termination Payments (other than Residual Prepayments) to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer Trust does not reinvest such Termination Payments in Additional Leases; and (xiix) proceeds for payments from the Seller to effect a redemption of the Receivables Notes in the event the Issuer exercises its right pursuant to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 6.02 and moneys collected by the Trustee are being applied in accordance with Section 7.076.06, Available Funds on deposit in the Collection Account (including and the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) 3.04 shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report):required payments: (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (ivii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (viii) concurrently and pro rataconcurrently: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments payments on the Class A-3a A-3 Notes; (d) to make Interest Payments payments on the Class A-3b A-4 Notes; and ; (eiv) to make Interest Payments on the Class A-4 B Notes; (v) to make Interest Payments on the Class C Notes; (vi) to pay make Interest Payments on the Insurer any Reimbursement Amounts due under the terms of the Insurance AgreementClass D Notes; (vii) to make Interest Payments on the Class E Notes; (viii) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a A-3 Notes and the Outstanding Principal Amount on the Class A-3b Notes has been is reduced to zerozero and finally, then (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viiiix) if an Acceleration Event has occurred or, if and so long as IOS Capital is to pay the Servicer, Class B Principal Payment to the senior long-term debt rating assigned by Xxxxx'x or S&P Class B Noteholders; (x) to IOS Capital is Ba2 or below or BB or below, respectively, pay the Class C Principal Payment to the Class C Noteholders; (xi) to pay the Class D Principal Payment to the Class D Noteholders; (xii) to pay the Class E Principal Payment to the Class E Noteholders; (xiii) to pay the Additional Principal, if any, as an additional reduction of principal, first to the Class A A-2 Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Class A-2 Principal Amount on all of the Class A Notes has been reduced to zero;, second to the Class A-3 Noteholders until the Outstanding Class A-3 Principal Amount has been reduced to zero, third to the Class A-4 Noteholders until the Outstanding Class A-4 Principal Amount has been reduced to zero, thereafter to the Class B Noteholders as an additional reduction of principal until the Outstanding Class B Principal Amount has been reduced to zero, thereafter to the Class C Noteholders until the Outstanding Class C Principal Amount has been reduced to zero; thereafter to the Class D Noteholders until the Outstanding Class D Principal Amount has been reduced to zero; and thereafter to the Class E Noteholders until the Outstanding Class E Principal Amount has been reduced to zero. (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (xxiv) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiixv) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the IssuerTrust, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, retain in the Collection Account an amount equal to all Lease Payments received that were due after since the prior Due Period, and all Casualty Payments, Payments and Termination Payments (excluding Residual Realizations) received or realized by the Trustee after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c3.03(b) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer Trust or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c3.03(b) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (viivi) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (xvii) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xiviii) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, Account and the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 3.04 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.103.08) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iviii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (viv) concurrently and pro rata: (a) to make Interest Payments on --- ---- the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b A-3 Notes; and (ed) to make Interest Payments on the Class A-4 Notes; (viv) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (viivi) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a A-3 Notes and the Outstanding Principal Amount on the Class A-3b Notes has been is reduced to zerozero and finally, then (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viiivii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (viivi) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (xviii) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiiix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Paymentsnet of any Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges); (ii) recoveries from Non-Performing Leases to the extent IOS Capital Copelco has not substituted Substitute Leases for such Non-Performing LeasesLeases (except to the extent required to reimburse unreimbursed Servicer Advances); (iii) late charges received on delinquent Lease Payments payments not advanced by the Servicer; (iv) proceeds (other than Residual Warranty Payments) from purchases by IOS Capital Copelco of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement by Copelco to the extent IOS Capital Copelco has not substituted Substitute Leases for such Leases; (v) proceeds, if any, proceeds from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Reserve Account; (vi) Casualty Payments (other than Residual Casualty Payments); (vii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (x) Termination Payments (other than Residual Prepayments) to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xiix) proceeds for payments from the Transferor to effect a redemption of the Notes in the event the Issuer exercises its right pursuant to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 6.02 and moneys collected by the Trustee are being applied in accordance with Section 7.076.06, Available Funds on deposit in the Collection Account (including and the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) 3.05 shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report):required payments: (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (ivii) to pay the Trustee Fee; (iii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (viv) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a A-3 Notes; (d) to make Interest Payments on the Class A-3b Notes; and (e) to make Interest Payments on the Class A-4 Notes; (v) to make Interest Payments on the Class B Notes; (vi) to pay make Interest Payments on the Insurer any Reimbursement Amounts due under the terms of the Insurance AgreementClass C Notes; (vii) to make Interest Payments on the Class D Notes; (viii) to make Interest Payments on the Class E Notes; (ix) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a A-3 Notes and the Outstanding Principal Amount on the Class A-3b Notes has been is reduced to zero, then and finally (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viiix) if an Acceleration Event has occurred or, if and so long as IOS Capital is to pay the Servicer, Class B Principal Payment to the senior long-term debt rating assigned by Xxxxx'x or S&P Class B Noteholders; (xi) to IOS Capital is Ba2 or below or BB or below, respectively, pay the Class C Principal Payment to the Class C Noteholders; (xii) to pay the Class D Principal Payment to the Class D Noteholders; (xiii) to pay the Class E Principal Payment to the Class E Noteholders; (xiv) to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, Payment until the Outstanding Principal Amount as provided in clause (viii) above on all of the Class A Notes has been reduced to zero, thereafter to the Class B Noteholders as an additional reduction of principal until the Outstanding Class B Principal Amount has been reduced to zero, thereafter to the Class C Noteholders until the Outstanding Class C Principal Amount has been reduced to zero; thereafter to the Class D Noteholders until the Outstanding Class D Principal Amount has been reduced to zero; and thereafter to the Class E Noteholders until the Outstanding Class E Principal Amount has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (xxv) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiixvi) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, retain in the Collection Account an amount equal to all Lease Payments received that were due after since the prior Due Period, and all Casualty Payments, Payments and Termination Payments (excluding Residual Realizations) received or realized by the Trustee after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (viivi) Servicer Advances, if any; (viiivii) any amounts paid by the Counterparty [Counterparty] to the Issuer pursuant to the [Swap Documents]; (ixviii) Retainable Deposits; (xix) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, Account and the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 3.04 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.103.08) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) [to pay the Insurer the amounts then due and owing in respect of the Insurer Premium]; (ii) to pay the Counterparty [Counterparty] any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the [Swap Documents)]; (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b Notes; and (e) to make Interest Payments on the Class A-4 Notes; (vi) [to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement]; (vii) to make the Class A Principal Payment (ai) to the Class A-1 [A-1] Noteholders only, until the Outstanding Principal Amount on the Class A-1 [A-1] Notes is reduced to zero, then (bii) to the Class A-2 [A-2] Noteholders only, until the Outstanding Principal Amount on the Class A-2 [A-2] Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a [A-3a] Noteholders and the Class A-3b [A-3b] Noteholders only, until the Outstanding Principal Amount on the Class A-3a [A-3a] Notes and the Outstanding Principal Amount on the Class A-3b [A-3b] Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 [A-4] Noteholders only, until the Outstanding Principal Amount on the Class A-4 [A-4] Notes has been is reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (viivi) Servicer Advances, if any; (viiivii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ixviii) Retainable Deposits; (xix) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, Account and the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 3.04 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.103.08) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the -------- Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b Notes; and (e) to make Interest Payments on the Class A-4 Notes; (vi) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (vii) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b Noteholders only, until the Outstanding Principal Amount on the Class A-3a Notes and the Outstanding Principal Amount on the Class A-3b Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Paymentsnet of any Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges); (ii) recoveries from Non-Performing Leases to the extent IOS Capital Copelco has not substituted Substitute Leases for such Non-Performing LeasesLeases (except to the extent required to reimburse unreimbursed Servicer Advances); (iii) late charges received on delinquent Lease Payments payments not advanced by the Servicer; (iv) proceeds (other than Residual Warranty Payments) from purchases by IOS Capital Copelco of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement by Copelco to the extent IOS Capital Copelco has not substituted Substitute Leases for such Leases; (v) proceeds, if any, proceeds from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Reserve Account; (vi) Casualty Payments (other than Residual Casualty Payments); (vii) Servicer Advances, if any; (viii) any amounts paid by the Swap Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (x) Termination Payments (other than Residual Prepayments) to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for payments from the Transferor to effect a redemption of the Notes in the event the Issuer exercises its right pursuant to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 6.02 and moneys collected by the Trustee are being applied in accordance with Section 7.076.06, (x) Available Funds on deposit in the Collection Account Account, (including y) the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04Section 3.05 and (z) the amounts, 3.08 and 3.09if any, or as Allocated Other Series Shared Collections pursuant to deposited into the Collection Account from the Class A Principal Payment Account on the Payment Date in March 2001 in accordance with the provisions of Section 3.103.07(c) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, Account in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report):required payments: (i) to pay the Insurer Swap Counterparty any amounts due under the Swap Documents, other than amounts then due and owing in respect to the Swap Counterparty following a termination of the Insurer PremiumSwap following a downgrade of or a default by the Swap Counterparty (the "Swap Counterparty Termination Payment"); (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents)Servicing Fee; (iii) to pay the Servicing FeeTrustee Fee (if not paid by Copelco pursuant to the Trustee Fee Letter); (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 A-2a Notes; (c) to make Interest Payments on the Class A-3a NotesA-2b Notes (beginning with the April 2001 Payment Date); (d) to make Interest Payments on the Class A-3b A-3 Notes; and (e) to make Interest Payments on the Class A-4 Notes; (vi) to pay make Interest Payments on the Insurer any Reimbursement Amounts due under the terms of the Insurance AgreementClass B Notes; (vii) to pay the Swap Counterparty the balance of the Swap Counterparty Termination Payment but, if a replacement swap has been entered into, not more than the product of (A) (1) 6.75% minus (2) the assumed fixed rate for any replacement swap quoted at the time by the Swap Counterparty as provided in the Swap Documents, (B) the Outstanding Principal Amount of the Class A-2a Notes until the Payment Date in March 2001 and the Outstanding Principal Amounts of the Class A-2a and Class A-2b Notes thereafter and (C) the number of days in the applicable Interest Accrual Period divided by 360. (viii) to make Interest Payments on the Class C Notes; (ix) to make Interest Payments on the Class D Notes; (x) to make Interest Payments on the Class E Notes; (xi) to make the Class A Principal Payment as follows: a) prior to the Payment Date in March 2001, (ai) to the Class A-1 Noteholders onlyNoteholders, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, and then (ii) the balance, if any, to the Class A Principal Payment Account; b) on the Payment Date in March 2001 and thereafter: (i) to the Class A-1 Noteholders, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2a Noteholders, after taking into account any Principal Payment from the Class A-2 Noteholders onlyFunding Account pursuant to Section 3.08, until the Outstanding Principal Amount on the Class A-2 A-2a Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and A-2b Noteholders, until the Outstanding Principal Amount of the Class A-3b Noteholders onlyA-2b Notes is reduced to zero, then (iv) to the Class A-3 Noteholders, until the Outstanding Principal Amount on the Class A-3a A-3 Notes and the Outstanding Principal Amount on the Class A-3b Notes has been is reduced to zero, then and finally (dv) pro rata, to the Class A-4 Noteholders onlyNoteholders, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; PROVIDED that, the Class A-2b Noteholders will have no rights to such payments to the extent that amounts in the Class A-2 Funding Account are insufficient to fully pay principal on the Class A-2a Notes; (viiixii) if an Acceleration Event has occurred or, if and so long as IOS Capital is to pay the Servicer, Class B Principal Payment to the senior long-term debt rating assigned by Xxxxx'x or S&P Class B Noteholders; (xiii) to IOS Capital is Ba2 or below or BB or below, respectively, pay the Class C Principal Payment to the Class C Noteholders; 50 (xiv) to pay the Class D Principal Payment to the Class D Noteholders; (xv) to pay the Class E Principal Payment to the Class E Noteholders; (xvi) to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, Payment until the Outstanding Principal Amount as provided in clause (x) above on all of the Class A Notes has been reduced to zero, thereafter to the Class B Noteholders as an additional reduction of principal until the Outstanding Class B Principal Amount has been reduced to zero, thereafter to the Class C Noteholders until the Outstanding Class C Principal Amount has been reduced to zero; thereafter to the Class D Noteholders until the Outstanding Class D Principal Amount has been reduced to zero; and thereafter to the Class E Noteholders until the Outstanding Class E Principal Amount has been reduced to zero; (ixxvii) to pay the Swap Counterparty any amounts due upon termination the balance of the Swap DocumentsCounterparty Termination Payment; (xxviii) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiixix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, retain in the Collection Account an amount equal to all Lease Payments (except for any payments due or to become due during April 2000) received that were due after since the prior Due Period, and all Casualty Payments, Payments and Termination Payments (excluding Residual Realizations) received or realized by the Trustee after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The On the Issuance Date, the Servicer shall submit with transfer the Servicing Report a certificate April Interest Payment to the Trustee and the Trustee shall deposit the April Interest Payment into the Collection Account. (e) Notwithstanding the foregoing, if on any Payment Date, the aggregate amounts on deposit in the Collection Account and the Reserve Account are greater than or equal to the sum of (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b)aggregate outstanding principal balance of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes, (ii) stating that none of such amounts are all or part of any amounts required to the accrued and unpaid Interest Payments, (iii) the accrued and unpaid Servicing Fee and (iv) the unreimbursed Servicer Advances, the amount on deposit in the Reserve Account shall be retained deposited in the Collection Account pursuant and applied to this Section 3.03 pay in full the Class A Notes, Class B Notes, Class C Notes, Class D Notes and (iii) identifying the Lease or Leases to which such amounts relateClass E Notes.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (vii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (xix) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, including Other Series Shared Collections allocated to the Notes pursuant to Section 3.10 and the Shared Collections Section of each Other Indenture with respect to such Payment Date, in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iviii) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (viv) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b A-3 Notes; and (ed) to make Interest Payments on the Class A-4 Notes; (viv) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (viivi) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a Notes and the Outstanding Principal Amount on the Class A-3b A-3 Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viiivii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectively, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (xviii) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xiix) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal AccountAccount but not in excess of the amount of Renewal Payments for the preceding Due Period; and (xiix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (ai) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (bii) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments [(including Renewal Payments)]; (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (viivi) Servicer Advances, if any; (viiivii) [any amounts paid by the Counterparty [Counterparty] to the Issuer pursuant to the [Swap Documents];] (ixviii) Retainable Deposits; (xix) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, Account and the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 3.04 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.103.08) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) [to pay the Insurer the amounts then due and owing in respect of the Insurer Premium;] (ii) [to pay the Counterparty [Counterparty] any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the [Swap Documents)];] (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b Notes; and (e) to make Interest Payments on the Class A-4 Notes; (vi) [to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement]; (vii) to make the Class A Principal Payment (ai) to the Class A-1 [A-1] Noteholders only, until the Outstanding Principal Amount on the Class A-1 [A-1] Notes is reduced to zero, then (bii) to the Class A-2 [A-2] Noteholders only, until the Outstanding Principal Amount on the Class A-2 [A-2] Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a [A-3a] Noteholders and the Class A-3b [A-3b] Noteholders only, until the Outstanding Principal Amount on the Class A-3a [A-3a] Notes and the Outstanding Principal Amount on the Class A-3b [A-3b] Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 [A-4] Noteholders only, until the Outstanding Principal Amount on the Class A-4 [A-4] Notes has been is reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xix) [during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal AccountAccount but not in excess of the amount of Renewal Payments for the preceding Due Period; and] (xiixi) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (vii) Servicer Advances, if any; (viii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ix) Retainable Deposits; (x) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xi) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.10) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b A-3 Notes; and (ed) to make Interest Payments on the Class A-4 Notes; (vi) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (vii) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a Notes and the Outstanding Principal Amount on the Class A-3b A-3 Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xix) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal AccountAccount but not in excess of the amount of Renewal Payments for the preceding Due Period; and (xiixi) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (viivi) Servicer Advances, if any; (viiivii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ixviii) Retainable Deposits; (xix) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, Account and the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 3.04 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.103.08) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the -------- Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b A-3 Notes; and (ed) to make Interest Payments on the Class A-4 Notes; (vi) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (vii) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a Notes and the Outstanding Principal Amount on the Class A-3b A-3 Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.

Collection Account; Payments. (a) The Servicer shall within two Business Days of receipt (a "Required Deposit Date") deposit the following funds, as received, into the Collection Account: (i) Lease Payments (including Renewal Payments); (ii) recoveries from Non-Performing Leases to the extent IOS Capital has not substituted Substitute Leases for such Non-Performing Leases; (iii) late charges received on delinquent Lease Payments not advanced by the Servicer; (iv) proceeds from purchases by IOS Capital of Leases as a result of breaches of representations and warranties of IOS Capital pursuant to Section 5.04 of the Assignment and Servicing Agreement to the extent IOS Capital has not substituted Substitute Leases for such Leases; (v) proceeds, if any, from investment of funds in the Collection Account, the Reserve Account, the Security Deposit Account and the Renewal Account; (vi) Casualty Payments; (viivi) Servicer Advances, if any; (viiivii) any amounts paid by the Counterparty to the Issuer pursuant to the Swap Documents; (ixviii) Retainable Deposits; (xix) Termination Payments to the extent that, prior to an Acceleration Event or an event that would give rise to the obligation to pay Additional Principal under Section 3.03(b)(viii) or Event of Default, the Issuer does not reinvest such Termination Payments in Additional Leases; and (xix) proceeds for redemption of the Notes in the event the Issuer exercises its right to redeem the Notes in accordance with Section 2.01(b). (b) Unless the Notes have been declared due and payable pursuant to Section 7.02 and moneys collected by the Trustee are being applied in accordance with Section 7.077.06, Available Funds on deposit in the Collection Account (including the amounts, if any, deposited into the Collection Account from the Reserve Account, Account and the Security Deposit Account and the Renewal Account in accordance with the provisions of Sections 3.04, 3.08 3.04 and 3.09, or as Allocated Other Series Shared Collections pursuant to Section 3.103.08) shall be withdrawn by the Trustee as directed by the Servicer in the related Servicing Report on or before each Payment Date from the Collection Account, in the amounts required, for application, application in the following order of priority, to make the following Required Payments (all in accordance with the applicable Servicing Report): (i) to pay the Insurer the amounts then due and owing in respect of the Insurer Premium; (ii) to pay the Counterparty any amount due pursuant to the Swap Documents (except any amounts payable to the Counterparty upon termination of the Swap Documents); (iii) to pay the Servicing Fee; (iv) to reimburse unreimbursed Servicer Advances in respect of a prior Payment Date; (v) concurrently and pro rata: (a) to make Interest Payments on the Class A-1 Notes; (b) to make Interest Payments on the Class A-2 Notes; (c) to make Interest Payments on the Class A-3a Notes; (d) to make Interest Payments on the Class A-3b A-3 Notes; and (ed) to make Interest Payments on the Class A-4 Notes; (vi) to pay the Insurer any Reimbursement Amounts due under the terms of the Insurance Agreement; (vii) to make the Class A Principal Payment (ai) to the Class A-1 Noteholders only, until the Outstanding Principal Amount on the Class A-1 Notes is reduced to zero, then (bii) to the Class A-2 Noteholders only, until the Outstanding Principal Amount on the Class A-2 Notes is reduced to zero, then (ciii) pro rata, to the Class A-3a Noteholders and the Class A-3b A-3 Noteholders only, until the Outstanding Principal Amount on the Class A-3a Notes and the Outstanding Principal Amount on the Class A-3b A-3 Notes has been reduced to zero, then and finally, (div) pro rata, to the Class A-4 Noteholders only, until the Outstanding Principal Amount on the Class A-4 Notes has been is reduced to zero; (viii) if an Acceleration Event has occurred or, if and so long as IOS Capital is the Servicer, the senior long-term debt rating assigned by Xxxxx'x or S&P to IOS Capital is Ba2 or below or BB or below, respectivelyoccurred, to pay the Additional Principal, if any, as an additional reduction of principal, to the Class A Noteholders then receiving the Class A Principal Payment, in the order established in clause (vii) above, until the Outstanding Principal Amount on all of the Class A Notes has been reduced to zero; (ix) to pay the Counterparty any amounts due upon termination of the Swap Documents; (x) to make a deposit to the Reserve Account in an amount equal to the excess of the Required Reserve Amount over the Available Reserve Amount; (xi) during a Renewal Account Deposit Period, to make a deposit to the Renewal Account in an amount equal to the excess of the Required Renewal Amount over the amount on deposit in the Renewal Account; and (xiix) to pay the Issuer, the balance, if any; provided, however, that if a Series Acceleration Event or Series Event of Default Acceleration has occurred with respect to one or more Other Series (a) first to be treated as Shared Collections and allocated to such Other Series as and to the extent provided in Section 3.10 and in the Shared Collections Section of the Applicable Indenture for each such Other Series (and paid to the Applicable Trustee for each such Other Series) and (b) then to pay the Issuer, the balance, if any. (c) Notwithstanding the foregoing, on any Payment Date the Servicer shall instruct the Trustee to retain, and the Trustee shall retain, in the Collection Account an amount equal to all Lease Payments received that were due after the prior Due Period, and all Casualty Payments, and Termination Payments received or realized after the Determination Date for such Payment Date and shall not distribute any such amounts on such Payment Date, provided that, upon the occurrence of an Acceleration Event, an event which would give rise to the obligation to pay Additional Principal pursuant to Section 3.03(b)(viii) or an Event of Default, such amounts shall not be retained by the Trustee in the Collection Account. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.03(c) shall have been recovered, or shall be subject to recovery, in any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.03(c) such amount or portion thereof shall be deemed to have not been previously so distributed. (d) The Servicer shall submit with the Servicing Report a certificate (i) setting forth any amounts to be withdrawn (on an item-by-item basis) from the Collection Account other than as provided in Section 3.03(b), (ii) stating that none of such amounts are all or part of any amounts required to be retained in the Collection Account pursuant to this Section 3.03 and (iii) identifying the Lease or Leases to which such amounts relate.