Common use of Lease Amendments and Modifications Clause in Contracts

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company and without the necessity of obtaining the prior consent of the Company or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the Company, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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.June 2005; (iiiii) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment, Termination Payment or Termination Payment Residual Realizations to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanyIssuer, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Transferor substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] 100% of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustmentadjustment and any additions and substitutions pursuant to Section 9, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (iv) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 9, 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, addition and substitution. (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Payment, Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanyIssuer, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] 100% of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date.] (ii) after giving effect to such adjustmentadjustment and any additions and substitutions pursuant to Section 11, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (iv) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution. (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, Indenture Trustee, Trustee or the Trusteeany Noteholder or Certificateholder, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 aboveServicing Standard, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise otherwise, individually or in connection with all other adjustments and modifications made pursuant to this sentence, could adversely affect the interests of any of Issuer, Seller, Indenture Trustee, Trustee, Noteholders or Certificateholders. Notwithstanding the Companyforegoing, Servicer may, without obtaining the prior written consent of Issuer, Indenture Trustee, Trustee or any Noteholder or Certificateholder, enter into and grant modifications, waivers or amendments in addition to those referred to in the holders of the Notes. In addition, following the transfer of any Lease to the Company in accordance herewith, the Servicer may make adjustments to preceding sentence if such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller substitutes a Substitute Lease therefor is repurchased in accordance with Section 9 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date5.2. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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.April 2007; (iiiii) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company and without the necessity of obtaining the prior consent of the Company or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the Company, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] % of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ April 2005 or, to the extent the final payment on such Lease is due subsequent to _________April 2005, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanyIssuer, the Trustee or the holders Holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewithwith the Transferor Contribution and Sale Agreement, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the The Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment. (iii) after giving effect to such adjustments, substitution or additionthe Discounted Lease Balance of the Leases must not be less than the Discounted Lease Balance of the Leases prior to such adjustment. (iv) after giving effect to such adjustments, additions and substitutions, 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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ orApril 30, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. (a) In performing its obligations hereunder, the Servicer may, acting in the name of the Company Purchaser and without the necessity of obtaining the prior consent of any of the Company Purchaser, the Agent or the Trusteeany Lender, enter into and grant modifications, waivers and amendments to the terms of any Lease Lease, except for modifications, waivers or amendments that (ai) are inconsistent with the servicing standards Servicing Standard set forth in Section 3.01 above, or (bii) would reduce the amount or extend the time for payment of any Lease Paymentlease payment, Casualty Payment casualty payment, termination payment or Termination Payment other amount required to be made paid by a Lessee under a Finance Lease or the Lessee's absolute and unconditional obligation under such Finance Lease to make payment of the same, or (other than iii) would reduce or adversely affect the Lessee's obligation under such Finance Lease to maintain, service and insure for the Containers under such Finance Lease. Notwithstanding the foregoing provisions of clause (ii) above, the Servicer may permit termination of a Finance Lease which does not otherwise provide for termination by requiring that the Lessee pay, or if the terms of the termination do not provide for such payment, that the Servicer pay, in lieu of all future Lease Contract Payments with respect to the Lease or Equipment subject theretosuch Finance Lease, an amount which equals or exceeds equal to the Lease Repurchase Amount for such Lease as of such date) or related Prepayment Amount. In the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration event of any item of Equipment in any way which could adversely affect its present modification, waiver or future value or (d) otherwise could adversely affect the interests amendment of any of the Company, the Trustee or the holders of the Notes. In addition, following the transfer of any Finance Lease to the Company in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller substitutes a Substitute Lease therefor in accordance with this Section 9 hereof3.02, the Servicer, on a monthly basis, in conjunction with the delivery of the Servicer may permit such adjustments so long as Report, will furnish the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9Purchaser, the aggregate Booked Residual Value Agent, and each Lender with a copy of such Leases will not be less than [90%] modification, waiver or amendment, together with a certificate of a Servicing Officer stating that such modification, waiver or amendment is permitted by the aggregate Booked Residual Value provisions of the Leases adjusted, replaced or substituted since the Issuance Datethis Section 3.02. (iib) after giving effect Nothing contained in Section 3.02(a) shall limit the ability of CAI to such adjustmentamend, either the final payment on such Lease must be on modify or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, only scheduled payments due on or prior to such date may be included terminate master leases in the Discounted Present Value of such Lease for the purpose of making any calculation under the Indenture. (iii) after giving effect to such adjustments accordance with Sections 4.01 and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term 4.02 of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or additionCAI Agreement. (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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment, Termination Payment or Termination Payment Residual Realizations to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanyIssuer, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Transferor substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] 100% of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustmentadjustment and any additions and substitutions pursuant to Section 9, either the final payment on such Lease must be on or prior to _________ orApril 30, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (iv) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 9, 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, addition and substitution. (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than as permitted in the following paragraph or to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could would materially adversely affect the interests of any of the CompanyIssuer, the Trustee or the holders Holders of the Notes. In additionNotwithstanding the foregoing paragraph, following the transfer of any Lease to the Company Issuer in accordance herewithwith the Transferor Contribution and Sale Agreement, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the The Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ orJanuary 1, to the extent the final payment on such Lease is due subsequent to _________, 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 Indenture2006. (iiiii) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment. (iii) after giving effect to such adjustments, substitution or additionthe Discounted Lease Balance of the Leases must not be less than the Discounted Lease Balance of the Leases prior to such adjustment. (iv) after giving effect to such adjustments, additions and substitutions, 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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Trust and without the necessity of obtaining the prior consent of the Company Trust or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment, Termination Payment or Termination Payment Residual Realizations to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanyTrust, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company Trust in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] 100% of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustmentadjustment and any additions and substitutions pursuant to Section 11, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (iv) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution. (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment, Termination Payment or Termination Payment Residual Realizations to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanyIssuer, the Trustee or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Transferor substitutes a Substitute Lease therefor in accordance with Section 9 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9, the aggregate Booked Residual Value of such Leases will not be less than [90%] 100% of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition. (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, addition and substitution.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ orNovember 15, to the extent the final payment on such Lease is due subsequent to _________, 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.2004; (iiiii) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, [the Insurer] or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the Notes. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 11 hereof, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ or, to the extent the final payment on such Lease is due subsequent to _________, 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.June 2005; (iiiii) after giving effect to such adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.

Lease Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Company Issuer and without the necessity of obtaining the prior consent of the Company Issuer, the Insurer or the Trustee, enter into and grant modifications, waivers and amendments to the terms of any Lease except for modifications, waivers or amendments that (a) are inconsistent with the servicing standards set forth in Section 3.01 4.01 above, (b) would reduce the amount or extend the time for payment of any Lease Payment, Casualty Payment or Termination Payment to be made under a Lease (other than to permit termination of a Lease which does not otherwise provide for termination by requiring the payment, in lieu of all future Lease Payments with respect to the Lease or Equipment subject thereto, an amount which equals or exceeds the Lease Repurchase Purchase Amount for such Lease as of such date) or the Lessee's absolute and unconditional obligation to make payment of the same, (c) would reduce or adversely affect the Lessee's obligation to maintain, service, insure and care for the Equipment or would permit the alteration of any item of Equipment in any way which could adversely affect its present or future value or value, (d) otherwise could adversely affect the interests of any of the CompanySeller, the Trustee Issuer, the Trustee, the Insurer or the holders of the NotesNotes or (e) would cause such Lease not to satisfy the representations and warranties contained in Section 2.04. In addition, following the transfer of any Lease to the Company Issuer in accordance herewith, the Servicer may make adjustments to such Lease which modify one or more terms of such Lease, such as payment amount or payment date. Such administrative adjustments may result in a re-booking of such Lease and the assignment of a new Lease number, but will not be considered to be a substitution or prepayment of such Lease. Except to the extent the Seller Originator substitutes a Substitute Lease therefor in accordance with Section 9 hereof11, the Servicer may permit such adjustments so long as the following conditions precedent have been satisfied: (i) after giving effect to such adjustments adjustment and any additions and substitutions pursuant to Section 911, the aggregate Booked Residual Value of such Leases will not be less than [90%] of the aggregate Booked Residual Value of the Leases adjusted, replaced or substituted since the Issuance Date. (ii) after giving effect to such adjustment, either the final payment on such Lease must be on or prior to _________ orJune 15, to the extent the final payment on such Lease is due subsequent to _________, 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 adjustments and any additions and substitutions pursuant to Section 9 11 the aggregate amount of Lease Payments through the term of the Leases (including the Substitute Leases and the Additional Leases) will not be materially less than the aggregate scheduled Lease Payments of the Leases prior to such adjustment, substitution or addition.; (iviii) after giving effect to such adjustments, additions and substitutionssubstitutions pursuant to Section 11, 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, addition and substitution; and (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.