Common use of CONTRACT RIGHTS, RIGHTS TO PAYMENT Clause in Contracts

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-A, A MASSACHUSETTS LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-AE, A MASSACHUSETTS LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-AB, A MASSACHUSETTS LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-A, A MASSACHUSETTS AIRFUND INTERNATIONAL LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND IPARTNERS V-A, A MASSACHUSETTS C LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-AC, A MASSACHUSETTS LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-A, A MASSACHUSETTS AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-A, A MASSACHUSETTS LIMITED PARTNERSHIP.

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND IPARTNERS V-A, A MASSACHUSETTS B LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND I-AD, A MASSACHUSETTS LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND IPARTNERS V-A, A MASSACHUSETTS D LIMITED PARTNERSHIP

CONTRACT RIGHTS, RIGHTS TO PAYMENT. A. All right, title and interest of American Income Partners V-A in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (1) All right, title and interest of American Income Partners ------------------------ V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002 - by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. (2) All right, title and interest and rights to payment of American Income Partners V-C relating to: (a) that certain Renewal Rental ------------------------ Schedule No. A-15RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal Rental Schedule No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease Agreement No. 8607TXG245 dated as of July 15, 1986. C. All right, title and interest of American Income Partners V-D in and ---------------------------- to that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. D. All right, title and interest of American Income Fund I-A in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. E. All right, title and interest of American Income Fund I-B in and to ------------------------ that certain Purchase and Sale Agreement dated as of April l, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. F. All right, title and interest of American Income Fund I-C in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. G. All right, title and interest of American Income Fund I-D in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. H. All right, title and interest of American Income Fund I-E in and to ------------------------ that certain Purchase and Sale Agreement dated as of April 1, 2002 by and between such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as Purchaser relating to the sale of certain equipment. FORM OF BXXX OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT EXHIBIT D --------- CERTIFICATE OF CANCELLATION OF LIMITED PARTNERSHIP OF AMERICAN INCOME FUND IPARTNERS V-A, A MASSACHUSETTS LIMITED PARTNERSHIP