Common use of Substitution and Addition Clause in Contracts

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b) hereof, the Seller will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (c) Each addition and substitution pursuant to this Section 9.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller shall transfer to the Trustee all Lease Payments actually received by the Seller which became due during the current Lease Payment Period.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 4.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] 100% of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture________. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 4.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (v) after giving effect to such adjustments, additions, and substitutions pursuant to Section 9, the weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and substitution. (vi) such Additional Lease or Substitute Lease was originated in the Healthcare DivisionGroup, the Manufacturing Technology Division Commercial and Industrial Group and the Business Technology Division Group or its predecessors or successors. (c) Each addition and substitution pursuant to this Section 9.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller Transferor in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller Transferor shall transfer to the Trustee all Lease Payments actually received by the Seller Transferor which became due during the current Lease Payment Period.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest transfer to the proceeds Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein); provided, however, that the aggregate Discounted Present Value of such the Early Termination Lease in one or more Leases for which the Seller will have the option of transferring Additional Leases. The purchase price of such Additional Lease or Leases will shall be limited to an amount equal to not in excess of 20% of the proceeds aggregate Discounted Present Value of such Early Termination Leasethe Leases as of the Cut-off Date. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or30, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.2008; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition.; and (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 2.05(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal transfer to the proceeds of such Early Termination Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein). (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture__________. (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 205(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Defaulted Leases that are Predecessor Leases shall not in the aggregate exceed 10[ ]% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10[ ]% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Originator will have the option to reinvest the proceeds transfer an additional lease of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Leasesimilar characteristics. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 4.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] 100% of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date.] (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture__________. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 4.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (v) after giving effect to such adjustments, additions, and substitutions pursuant to Section 11, the weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and substitution. (vi) such Additional Lease or Substitute Lease was originated or acquired by the Originator in accordance with the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successorsOriginator's specified underwriting criteria. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller shall transfer to the Trustee all Lease Payments actually received by the Seller which became due during the current Lease Payment Period. (d) To the extent the Originator does not substitute a Substitute Lease for Leases for which any of the representations and warranties made by the Originator or the Seller are breached (such breach a "Warranty Event"), the Seller shall purchase such Leases.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b9.1(b) hereof, the Seller Vendor Services will have the right (but not the obligation) at any time to substitute one or more Eligible Substitute Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 9, such Lease referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Liquidated Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period;; and (ii) the aggregate Discounted Present Value Principal Balance of the Non-Performing Liquidated Leases, Adjusted Leases and Warranty Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off DateInitial Pool Principal Balance. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b9.1(b) hereof, in following the event Determination Date as of which any Lease first becomes an Early Lease Termination which has been prepaid in fullLease, the Company will Issuer may, but shall have the option to no obligation to, reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price Any Early Termination Lease and the Equipment subject thereto for which Additional Leases have been purchased shall nevertheless remain subject to the Lien of the Indenture until such time as an Additional Lease or Additional Leases will be an amount equal to have been purchased in accordance with the provisions of Section 9 hereof or the proceeds of such Early Termination LeaseLease have been deposited into the Collection Account. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Book Value of such Leases must be not less than [90%] % of the Booked Residual Book Value of the Leases added, substituted or adjusted since the Issuance Closing Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 __________ or, to the extent the final payment on such Lease is due subsequent to April 2004__________, only scheduled payments due on or prior to such date may be included in the Discounted Present Value Principal Balance of such Lease for the purpose of making any calculation under the Indenture. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 3.2, the aggregate amount of Lease Scheduled Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value aggregate Principal Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Scheduled Payments of the Leases and the Discounted Present Value aggregate Principal Balance of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value aggregate Principal Balance of the Performing Leases must not be less than the Discounted Present Value aggregate Principal Balance of the Performing Leases prior to such adjustment, substitution or addition. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (c) Each addition and substitution pursuant to this Section 9.01 9.1 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee Obligor to the Seller Vendor Services in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Collection Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller Vendor Services shall transfer to the Trustee all Lease Scheduled Payments actually received by the Seller Vendor Services which became due during the current Lease Payment Collection Period.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Non- Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal transfer to the proceeds of such Early Termination Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein). (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 orNovember 15, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture. (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 205(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 4.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] 100% of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture__________. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 4.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (c) Each addition and substitution pursuant to this Section 9.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller shall transfer to the Trustee all Lease Payments actually received by the Seller which became due during the current Lease Payment Period.the

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest transfer to the proceeds Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein); provided, however, that the aggregate Discounted Present Value of such the Early Termination Lease in one or more Leases for which the Seller will have the option of transferring Additional Leases. The purchase price of such Additional Lease or Leases will shall be limited to an amount equal to not in excess of 20% of the proceeds aggregate Discounted Present Value of such Early Termination Leasethe Leases as of the Cut-off Date. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 orJune 15, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.2010; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition.; (iv) after giving effect to such adjustments, additions, and substitutions pursuant to Section 11, the weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and substitution; and (v) such Additional the Originator will not be permitted to substitute a Lease or Substitute having a governmental entity as obligor unless the related Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors.being substituted for also has a governmental entity as obligor thereunder. 49 (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 2.05(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 4.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] 100% of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or30, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture2007. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 4.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (v) after giving effect to such adjustments, additions, and substitutions pursuant to Section 9, the weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and substitution. (vi) such Additional Lease or Substitute Lease was originated in the Healthcare DivisionGroup, the Manufacturing Technology Division Commercial and Industrial Group and the Business Technology Division Group or its predecessors or successors. (c) Each addition and substitution pursuant to this Section 9.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller Transferor in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller Transferor shall transfer to the Trustee all Lease Payments actually received by the Seller Transferor which became due during the current Lease Payment Period.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Non- Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal transfer to the proceeds of such Early Termination Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein). (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.March 2006; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition.; and (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 2.05(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b8.01(c) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 Article 8 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Lease which is subject to a Warranty Lease Event or (C) an Adjusted a Lease which is the subject of a Casualty Loss, during the immediately preceding Due Collection Period;; and (ii) if Section 8.01(a)(i)(A) or (C) is applicable, the aggregate Discounted Present Value Lease Balance of the Non-Performing Leases that are are, or have been, Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value Lease Balance of the Leases on the Cut-Off Date; and. (iiib) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 4.02 and Section 9.01(b8.01(c) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be paid to the Transferor in an amount equal to the proceeds of such Early Termination Lease. (bc) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent date of the final payment on such of the Predecessor Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.Early Termination Lease; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value Lease Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value Lease Balance of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value Lease Balance of the Performing Leases must not be less than the Discounted Present Value Lease Balance of the Performing Leases prior to such adjustment, substitution or addition; and (iv) after giving effect to such adjustments, additions, and substitutions pursuant to Article 8, the weighted average remaining term of the Leases must not be greater than the weighted average remaining term of the Leases prior to such adjustment, addition, and substitution. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (cd) Each addition and substitution pursuant to this Section 9.01 8.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller Servicer in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during Transfer Date as to which such substitution or addition is made). At the time of each such substitution and addition, the Seller Servicer shall transfer to the Trustee all Lease Payments actually received by the Seller Servicer which became due during on or after the current Lease Payment Periodrelated Transfer Date.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b8.01(c) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 Article 8 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Lease which is subject to a Warranty Lease Event or (C) an Adjusted a Lease which is the subject of a Casualty Loss, during the immediately preceding Due Collection Period;; and (ii) the aggregate Discounted Present Value Lease Balance of the Non-Performing Leases that are are, or have been, Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value Lease Balance of the Leases on the Cut-Off Date; and. (iiib) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 4.02 and Section 9.01(b8.01(c) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (bc) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.[ ]; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value Lease Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value Lease Balance of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value Lease Balance of the Performing Leases must not be less than the Discounted Present Value Lease Balance of the Performing Leases prior to such adjustment, substitution or addition; and (iv) after giving effect to such adjustments, additions, and substitutions pursuant to Article 8, the weighted average remaining term of the Leases must not be greater than the weighted average remaining term of the Leases prior to such adjustment, addition, and substitution. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (cd) Each addition and substitution pursuant to this Section 9.01 8.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller Servicer in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during Transfer Date as to which such substitution or addition is made). At the time of each such substitution and addition, the Seller Servicer shall transfer to the Trustee all Lease Payments actually received by the Seller Servicer which became due during on or after the current Lease Payment Periodrelated Transfer Date.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest transfer to the proceeds Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein); provided, however, that the aggregate Discounted Present Value of such the Early Termination Lease in one or more Leases for which the Seller will have the option of transferring Additional Leases. The purchase price of such Additional Lease or Leases will shall be limited to an amount equal to not in excess of 20% of the proceeds aggregate Discounted Present Value of such Early Termination Leasethe Leases as of the Cut-off Date. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.2007; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition.; and (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 2.05(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Trust will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 4.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] 100% of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the IndentureMay 2005. (iii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 4.02 thereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iv) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (v) after giving effect to such adjustments, additions, and substitutions pursuant to Section 11, the weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and substitution. (vi) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Commercial and Industrial Division and the Business Technology Division or its predecessors or successors. (c) Each addition and substitution pursuant to this Section 9.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made). At the time of each such substitution and addition, the Seller shall transfer to the Trustee all Lease Payments actually received by the Seller which became due during the current Lease Payment Period.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Non- Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal transfer to the proceeds of such Early Termination Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein). (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture_____________. (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 205(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b5.01(c) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 Article V referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Lease subject to a Warranty Lease Event or (C) an Adjusted a Lease which is the subject of a Casualty Loss, during the immediately preceding Due Collection Period;; and (ii) if Section 5.01(a)(i)(A) or (C) is applicable, the aggregate Discounted Present Value Lease Balance of the Non-Performing Leases that are are, or have been, Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value Lease Balance of the Leases on the Cut-Off Date; and. (iiib) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b5.01(c) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount paid to the Transferor in equal to the proceeds of such Early Termination Lease. (bc) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent date of the final payment on such of the Predecessor Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the IndentureEarly Termination Lease. (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof substitutions, the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value Lease Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value Lease Balance of the Leases, respectively prior to such substitution or addition or adjustment; and (iviii) after giving effect to such adjustments, additions additions, and substitutionssubstitutions pursuant to Article IV, the Discounted Present Value weighted average remaining term of the Performing Leases must not be less greater than the Discounted Present Value weighted average remaining term of the Performing Leases prior to such adjustment, substitution or addition, and substitution. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (cd) Each addition and substitution pursuant to this Section 9.01 5.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller Transferor in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during Transfer Date as to which such substitution or addition is made). At the time of each such substitution and addition, the Seller Transferor shall transfer to the Trustee all Lease Payments actually received by the Seller Transferor which became due during on or after the current Lease Payment Periodrelated Transfer Date.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b5.01(b) hereof, the Seller Transferor will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 Article V referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Lease subject to a Warranty Lease Event or (C) an Adjusted a Lease which is the subject of a Casualty Loss, during the immediately preceding Due Collection Period;; and (ii) the aggregate Discounted Present Value Lease Balance of the Non-Performing Leases that are are, or have been, Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value Lease Balance of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b5.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Issuer will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.[________________]; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof substitutions, the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value Lease Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value Lease Balance of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value Lease Balance of the Performing Leases must not be less than the Discounted Present Value Lease Balance of the Performing Leases prior to such adjustment, substitution or addition.; and (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Article IV, the Manufacturing Technology Division weighted average remaining term of the Leases must not be greater than the weighted average remaining term of the Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 5.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller Transferor in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during Transfer Date as to which such substitution or addition is made). At the time of each such substitution and addition, the Seller Transferor shall transfer to the Trustee all Lease Payments actually received by the Seller Transferor which became due during on or after the current Lease Payment Periodrelated Transfer Date.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b5.01(c) hereof, the Seller will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 Article V referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Lease subject to a Warranty Lease Event or (C) an Adjusted a Lease which is the subject of a Casualty Loss, during the immediately preceding Due Collection Period;; and (ii) if Section 5.01(a)(i)(A) or (C) is applicable, the aggregate Discounted Present Value Lease Balance of the Non-Performing Leases that are are, or have been, Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value Lease Balance of the Leases on the Cut-Off Date; and. (iiib) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b5.01(c) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Transferor will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount paid to the Transferor equal to the proceeds of such Early Termination Lease. (bc) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent date of the final payment on such of the Predecessor Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.Early Termination Lease; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof substitutions, the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value Lease Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value Lease Balance of the Leases, respectively prior to such substitution or addition or adjustment; and (iviii) after giving effect to such adjustments, additions additions, and substitutionssubstitutions pursuant to Article IV, the Discounted Present Value weighted average remaining term of the Performing Leases must not be less greater than the Discounted Present Value weighted average remaining term of the Performing Leases prior to such adjustment, substitution or addition, and substitution. (v) such Additional Lease or Substitute Lease was originated in the Healthcare Division, the Manufacturing Technology Division and the Business Technology Division or its predecessors or successors. (cd) Each addition and substitution pursuant to this Section 9.01 5.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during Transfer Date as to which such substitution or addition is made). At the time of each such substitution and addition, the Seller shall transfer to the Trustee all Lease Payments actually received by the Seller which became due during on or after the current Lease Payment Periodrelated Transfer Date.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b5.01(b) hereof, the Seller will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 Article V referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Defaulted Lease, (B) a Lease subject to a Warranty Lease Event or (C) an Adjusted a Lease which is the subject of a Casualty Loss, during the immediately preceding Due Collection Period;; and (ii) the aggregate Discounted Present Value Lease Balance of the Non-Performing Leases that are are, or have been, Predecessor Leases shall not in the aggregate exceed 10% of the Discounted Present Value Lease Balance of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are Predecessor Leases shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 and Section 9.01(b5.01(b) hereof, in the event of an Early Lease Termination which has been prepaid in full, the Company Transferor will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal to the proceeds of such Early Termination Lease. (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.[________________]; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof substitutions, the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value Lease Balance of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value Lease Balance of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value Lease Balance of the Performing Leases must not be less than the Discounted Present Value Lease Balance of the Performing Leases prior to such adjustment, substitution or addition.; and (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Article IV, the Manufacturing Technology Division weighted average remaining term of the Leases must not be greater than the weighted average remaining term of the Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 5.01 shall include the right to receive all amounts due or to become due under each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during Transfer Date as to which such substitution or addition is made). At the time of each such substitution and addition, the Seller shall transfer to the Trustee all Lease Payments actually received by the Seller which became due during on or after the current Lease Payment Periodrelated Transfer Date.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal transfer to the proceeds of such Early Termination Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein). (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture.September 2006; (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and; (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition.; and (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 2.05(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.

Substitution and Addition. (a) Subject to the satisfaction of the requirements set forth in Section 9.01(b11.01(b) hereof, the Seller Originator will have the right (but not the obligation) at any time to substitute one or more Eligible Leases and the Equipment subject thereto (each, a "Substitute Lease") for a Lease (for purposes of this Section 9 11 referred to as a "Predecessor Lease") and the Equipment subject thereto if: (i) the Predecessor Lease became (A) a Non-Performing Lease, (B) a Warranty Lease or (C) an Adjusted Lease during the immediately preceding Due Period; (ii) the aggregate Discounted Present Value of the Non-Performing Leases that are have become Predecessor Leases during the term of this Agreement shall not in the aggregate exceed 10% of the Discounted Present Value of the Leases on the Cut-Off Date; and (iii) the aggregate Discounted Present Value of the Adjusted Leases and Warranty Leases that are have become Predecessor Leases during the term of this Agreement shall not exceed 10% of the Discounted Present Value of the Leases on the Cut-off Date. Subject to the satisfaction of the requirements set forth in Section 4 5 and Section 9.01(b11.01(b) hereof, in the event of an Early Lease Termination which has been prepaid resulting in fullthe prepayment in full of the related Early Termination Lease, the Company Seller will have the option to reinvest the proceeds of such Early Termination Lease in one or more Additional Leases. The purchase price of such Additional Lease or Leases will be an amount equal transfer to the proceeds of such Early Termination Issuer an additional Eligible Lease (each, an "Additional Lease"), together with all right, title and interest in and to the Equipment (other than the Seller's ownership interests therein). (b) Each transfer of Substitute Leases and addition of Additional Leases will be subject to the satisfaction of the following conditions precedent: (i) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof, the aggregate Booked Residual Value of such Leases must be not less than [90%] of the Booked Residual Value of the Leases added, substituted or adjusted since the Issuance Date. (ii) either the final payment on such Substitute Lease or Additional Lease must be on or prior to April 2004 or, to the extent the final payment on such Lease is due subsequent to April 2004, only scheduled payments due on or prior to such date may be included in the Discounted Present Value of such Lease for the purpose of making any calculation under the IndentureJune 2005. (iiiii) after giving effect to such additions and substitutions and any adjustments pursuant to Section 3.02 thereof 5.02 hereof the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) and the Discounted Present Value of the Performing Leases will not be materially less than the aggregate scheduled Lease Payments of the Leases and the Discounted Present Value of the Leases, respectively prior to such substitution or addition or adjustment; and (iviii) after giving effect to such adjustments, additions and substitutions, the Discounted Present Value of the Performing Leases must not be less than the Discounted Present Value of the Performing Leases prior to such adjustment, substitution or addition. (viv) after giving effect to such Additional Lease or Substitute Lease was originated in the Healthcare Divisionadjustments, additions, and substitutions pursuant to Section 11, the Manufacturing Technology Division weighted average remaining term of the Performing Leases must not be greater than the weighted average remaining term of the Performing Leases prior to such adjustment, addition, and the Business Technology Division or its predecessors or successorssubstitution. (c) Each addition and substitution pursuant to this Section 9.01 11.01 shall include the right to receive all amounts due or to become due under Related Interests in respect of each Substitute Lease being substituted or Additional Leases being purchased and any security deposits paid by the related Lessee to the Seller in connection therewith (other than any prepayments of rent required pursuant to the terms thereof at or before the commencement of such Lease and any payments due before the Lease Payment Period during which such substitution or addition is made)transferred. At the time of each such substitution and additionaddition or substitution, the Seller shall transfer to the Trustee all Lease Payments with respect to the related Substitute Leases and/or Additional Leases actually received by the Originator or the Seller which became due during the then current Due Period shall be transferred to the Collection Account and all security deposits with respect thereto shall be transferred to the Security Deposit Account. (d) To the extent the Originator does not substitute a Substitute Lease Payment Periodfor Leases for which any of the representations and warranties made by the Originator in Sections 2.04, 205(b) and 2.08 are breached, the Originator shall purchase such Leases pursuant to the provisions of Section 5.04.