Common use of Servicer to Act Clause in Contracts

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the NoteholdersNoteholders and the Swap Provider), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary customary, practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee Trustee, the Swap Provider and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account account, and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26. (f) The Servicer will notify the Trustee, in writing and in a form reasonably acceptable to the Trustee, of any change in the contact information of any Obligor, including the name, phone number, facsimile number and address of each key contact individual, within 30 days following the discovery or receipt of notice of such change.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)Company, will service and administer each Contract Lease in accordance with the terms thereof and of this Sales and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Seller, the Company or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Sales and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the IssuerCompany, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Company or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Sales and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer Company and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.,

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off off Date directly to a Lock-Box box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box the address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account or the Residual Account, as applicable, within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Issuer or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account or Residual Account, as applicable, for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account or Residual Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts and the related Equipment Leases, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers agree to file Financing Statements on Form UCC-1 to perfect the security interest of attorney or other documents necessary the Trustee in the Leases and appropriate the Lease Payments, and to carry out its servicing and administration duties hereunderthe extent provided herein, the Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Transferor is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 9 and Lease substitutions pursuant to Section 9 hereof or otherwise so that (i) the ownership interest contemplated by this Agreement in favor of the Issuer and the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases and the Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing), and (ii) the security interest contemplated by the Assignment and Servicing Agreement in favor of the Transferor and the Issuer in each of the Leases and Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing). (f) The Servicer shall pay the Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges, if any, owing the related vendor in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box the address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account or the Residual Account, as applicable, within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Issuer or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account or Residual Account, as applicable, for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.relationship

Servicer to Act. (a) Notwithstanding The Issuer hereby appoints Interpool, Inc. as the transfers and assignments initial Servicer of the Contracts Serviced Assets, and Interpool, Inc., in executing this Agreement hereby accepts such appointment on the other Contributed Property contemplated herebyterms and conditions set forth in this Agreement. Accordingly, the ServicerInterpool, Inc. will, as an independent contractor, act on behalf of and for the benefit of the TransferorIssuer, andthe Trust, upon assignment of the Transferor's rights hereunder Indenture Trustee, the Administrative Agent and (with respect to the Issuer each) their respective beneficiaries, successors and assigns, (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)i) manage, will service service, lease and administer each Contract the Serviced Assets in accordance with the terms thereof of the related Contract and of this Agreement. The Servicer shall provide Agreement and (ii) be responsible for enforcing the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or Trust’s rights in respect of each Contract are remitted by the Obligors directly to a Lock-Box AccountServiced Assets. (b) The In performing its obligations hereunder, the Servicer shall exercise the same degree of diligence, prudence, skill and care with which it services contracts and equipment held for its own account and, in any event, in a manner consistent with the customary and usual practices of other servicers of comparable contracts and equipment (the foregoing, the “Servicing Standard”). Subject only to the specific requirements and prohibitions of this Agreement and the other Relevant Documents and compliance with the Servicing Standard, the Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in Serviced Assets. In performing its duties hereunder, the Servicer will act on behalf of and for the benefit of the Transferor, the Issuer, the Trust, the Administrative Agent, the Indenture Trustee and the Noteholders(with respect to each) their respective beneficiaries, subject at all times to the provisions of the Transaction Documentssuccessors and assigns, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligora User. Notwithstanding the prior sentenceIn performing its obligations hereunder, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, the other related documents constituting Serviced Assets and the Relevant Documents, and shall observe and comply with all requirements of law applicable to itsuch Contract, such other related documents constituting Serviced Assets and such Relevant Documents. Except as permitted by the terms of any the related Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's User’s right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice and collect from each Obligor User for all Contract Payments required to be paid by such Obligor User in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) fulfill all of the obligations of the Trust and any of the ongoing responsibilities (if any) of the lessor under a Contract and exercise all rights of the Trust with respect to the Contracts and the Equipment, (iii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor User and compliance by each Obligor User with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts and equipment held for its own account and account, (iiiiv) execute, deliver deliver, report and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, report and file on behalf of the Transferor, the Issuer Trust and the TrusteeIssuer, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or notices, reports, licensing applications or other required filings required to be filed in any jurisdiction with respect to any Contract or any item of Equipment Serviced Assets and any and all filings required by Section 4.01(d3.01(d) below, (v) apply for and maintain (or cause to be applied for and maintained) all licenses, permits, registrations, authorizations and other governmental items necessary for the Issuer and/or the Trust to acquire, hold and manage the Serviced Assets in each jurisdiction where the ownership of its assets or the nature of its operations would require the Issuer and/or the Trust to maintain such licenses, permits, registrations, authorizations or governmental items, (vi) pay or cause to be paid all applicable taxes properly due and owing in connection with the Issuer’s and/or the Trust’s activities, (vii) lease, enforce and negotiate the terms of any Contract in accordance with the terms of this Agreement, (viii) repossess and remarket any item of Equipment in accordance with the terms of this Agreement, (ix) negotiate and maintain the insurances required by this Agreement, (x) investigate (at its own expense) the facts and circumstances surrounding each casualty or event of loss with respect to the Equipment, collect or arrange for payment from the appropriate lessee or third party and process all payment requests under the insurance policies with respect to such Equipment, (xi) institute and prosecute claims against the manufacturers of the Equipment as the Servicer may consider advisable for breach of warranty, any defect in condition, design, operation or fitness or other non-conformity with the terms of manufacture, (xii) in connection with its performance of the responsibilities and obligations, and exercise of rights, under a Contract as “lessor,” minimize any abatement, reduction, recoupment, setoff, defense or counterclaim by the related User, (xiii) pay or cause to be paid all independent director and manager fees with respect to the Issuer due and owing in connection with the Issuer, (xiv) sell Equipment in connection with a User’s exercise of the purchase option under a Finance Lease, and (xv) fully perform all obligations under the Contracts for which the nonperformance of such obligations would create a setoff or counterclaim right by the applicable user. In the event the United States Department of Transportation, the Environmental Protection Agency or any other Governmental Authority or any other Applicable Law requires as a condition of continued use or operation of any Equipment that such Equipment be altered or modified (a “Required Modification”), the Servicer agrees, at its own expense, to make or have made such Required Modification in a timely manner after the expiration or exhaustion of any good faith contest proceedings undertaken by the Servicer. The Servicer shall be responsible for and shall pay all costs and expenses (including, without limitation, any such costs and expenses incurred by the Trust, any SUBI Holder, the Administrative Agent, the Indenture Trustee, the Issuer, any Noteholder, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty or any Registered Pledgee, in the exercise of their respective rights and remedies or otherwise) which may be incurred with respect to any such Required Modification (subject to Servicer’s right to such reimbursement as set forth in Section 3.02 of the Indenture). Promptly (but in any event within three (3) Business Days) after the Servicer becomes aware of the need for such Required Modification, the Servicer shall notify the Trust, each SUBI Holder, the Administrative Agent, the Indenture Trustee, the Issuer, each Noteholder, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and each Registered Pledgee, which notice shall set forth the time period and estimated costs for the same. (d) The On or prior to the Closing Date, the Servicer will file deliver for filing the UCC financing statements as set forth in Sections 1.01(cFinancing Statements required by Section 2.03(a) and 7.01(c) hereof within of the time frames set forth therein and thereafter will Transfer Agreement(s). Thereafter, the Servicer will, at its own expense, file such additional UCC financing statements Financing Statements and continuation statements and assignments as may be necessary to (i) perfect the ownership and other rights of the Trust in accordance with all Serviced Assets owned by the provisions of any Contract and item of Equipment or otherwise so that Trust from time to time, (ii) perfect the security interest in the Collateral granted under the Indenture in favor of the Indenture Trustee in each and (iii) continue the effectiveness of any other security interest contemplated by the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing officesterms of this Agreement. The Transferor Issuer agrees to execute such UCC financing statements Financing Statements and continuation statements as shall be necessary or appropriate and to deliver copies thereof to the Indenture Trustee within a reasonable period of time. The Issuer shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) In performing its duties hereunder, the Servicer may enter into subservicing agreements with one or more of its Affiliates for the servicing and administration of all or part of the Serviced Assets if the Servicer delivers to the Trust, each SUBI Holder, the Administrative Agent, the Indenture Trustee, the Issuer, each Noteholder, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and each Registered Pledgee a certificate of a Servicing Officer consenting to the appointment of the subservicer and a copy of the subservicing agreement; provided, however, that no subservicing agreement shall become effective without the prior written consent of the Global Requisite Majority, which consent shall not be unreasonably withheld. Notwithstanding any subservicing agreement, the Servicer shall remain obligated and liable for the servicing and the administration of the Serviced Assets in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer, to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Serviced Assets. The Servicer will maintainappoints Trac Lease, Inc., a Delaware corporation, as a subservicer with respect to the Servicer’s duties relating to all Equipment (and related Contracts and other Serviced Assets) allocated to the SUBI Certificate, and the Issuer hereby consents (and each Noteholder by purchasing its Note and the Global Requisite Majority, are deemed to have consented) to such appointment. Trac Lease, Inc. hereby accepts such appointment as subservicer, agrees to perform all duties and obligations of the Servicer in connection with such assets, and agrees not to resign as subservicer without the prior written consent of the Global Requisite Majority. The Servicer, at any time, and in its sole discretion, shall have the right to remove Trac Lease, Inc. as subservicer by delivery of written notice to such effect, with copies of such notice to be delivered concurrently to the Indenture Trustee for delivery to each beneficiary of the Indenture Trustee’s security interest. (f) In performing its servicing duties hereunder, the Servicer shall engage in reasonable efforts, consistent with the Servicing Standard, to collect all payments required to be made by the Users under the Contracts, enforce all material rights of the Trust in and to the Equipment, the Contracts and the other Serviced Assets and defend the Equipment against all Persons, claims and demands whatsoever for which the User is not obligated to defend or for which such User has not promptly commenced such proceedings as are necessary or advisable to defend against any such Person, claim or demand. The Servicer shall notify each SUBI Holder, each Registered Pledgee, the Indenture Trustee, the Administrative Agent, each Noteholder, the Issuer, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Trust of any claim by a third party as to the Serviced Assets that would reasonably be expected to have a material adverse effect on the Trust, any SUBI Holder, the Administrative Agent, the Indenture Trustee, the Issuer, any Noteholder, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty or any Registered Pledgee or any Serviced Assets. The Servicer shall not assign, sell, pledge or exchange or in any way encumber or otherwise dispose of the Equipment or other Serviced Assets, except as permitted hereunder or in any other Relevant Documents. (g) The Servicer shall maintain insurance (and shall provide evidence of such to the Indenture Trustee and the Administrative Agent, no less frequently than annually, commencing with the January 2008 Payment Date) with respect to its operations and property which is adequate and customary in light of the Servicer’s operations and consistent with the Servicing Standard. The Servicer has obtained, and shall continue to maintain in full force and effect, employee theft insurance of a type and in such amount as is customary for servicers engaged in the business of servicing the contracts, the equipment and related property similar to the Contracts, the Equipment and the other Serviced Assets. (h) To the extent that an equivalent payment has been received from a User under a Contract, the Servicer shall pay or cause to be maintainedpaid all personal property, sales and use taxes on or with respect to the Contracts Equipment, or the acquisition or leasing thereof, as and when such taxes become due. The Servicer shall also cause to be filed in a timely manner any and all returns and reports required in connection with the payment of such taxes. (i) All payments made by a User under a Contract and all payments made by the Servicer or a permitted subservicer under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes. (j) The Servicer, as agent for the Issuer, the Indenture Trustee, the Trustee, each Person that is a beneficiary of the Indenture Trustee’s security interest and the Registered Pledgees, shall use reasonable efforts to sell or re-lease any item of Equipment upon the expiration or early termination of a Contract relating to an item of Equipment on the best terms then available. Any such sale or re-lease of an item of Equipment shall be conducted in accordance with the Servicing Standard. In the event that the Servicer receives more than one offer for the sale or re-lease of an item of Equipment, liability insurance the Servicer will in amounts at least its ordinary course of business be required to select the sale or re-lease proposal which, in its reasonable judgment taking into account all relevant facts (including, but not limited to, the Issuer’s and the Trust’s (as great the case may be) business strategy and the risks inherent in each such sale or re-lease), is most likely to maximize the net present value of the total future proceeds. Any re-lease of an item of Equipment shall be designated as those described such. Upon such designation, the Servicer shall amend the Master List and, if necessary, all applicable financing statements and other filings as appropriate. The Servicer shall have 180 days from the date of any re-lease to cause the User thereunder to execute its related Contract. (k) The Servicer shall (i) subject to Section 3.03(a), promptly demand return of the Equipment under any Defaulted Contract, and (ii) if the Equipment is not returned by the User, thereafter promptly notify the underwriters of any claim under the Physical Damage Equipment Insurance Policy and/or Commercial General Liability Insurance Policy with respect to such Equipment to which it would be entitled. (l) Subject to the terms of the Trust Agreement, the Servicer shall take all action necessary or desirable for each Certificate of Title to show the owner of the related item of Equipment as “Interpool Titling Trust,” any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and Liens thereon. The obligations of the Servicer under this Section 2.263.01(1) shall survive any partial or complete termination of the Servicer. (m) The Servicer shall identify from time to time all (i) periodic sales and use tax or property (real or personal) tax reports, (ii) licenses, permits, registrations and other governmental items, and periodic renewals thereof and (iii) other governmental filings, registrations or approvals arising with respect to or required of the Trust and/or the Issuer, including such licenses, permits and other filings as are required for the T

Servicer to Act. Borrower hereby appoints TRM ATM as Servicer to perform the duties with respect to the provision of Cash to ATMs as contemplated by this Agreement. Such services shall include: (ai) Notwithstanding entering into and enforcing the transfers Servicer's and assignments Borrower's rights under Automated Teller Machine Cash Services Agreements, Armored Car Carrier Addendums, Processing Service Agreements and any other agreements necessary to provide cash for the ATMs, (ii) making claims under any insurance policies covering the Cash, (iii) preparing reports with respect to the ATM Fee Settlement Account, Credit Balance Settlement Account and Disbursement Accounts activity and Cash maintenance, (iv) maintaining a list of (A) the location of each ATM receiving Cash, (B) each Transportation Agent (with a contact person and telephone number), and (C) each Processing Agent (with contact person and telephone number), (v) maintaining records with respect to the amount of Cash located in each ATM at any time and (vi) instructing the Administrative Agent and the Collateral Agent, as applicable, as to which Disbursement Accounts Cash is to be deposited for distribution to the applicable Transportation Agents. The Servicer covenants and agrees that under no circumstances will it direct any Cash to be deposited into any account other than a Disbursement Account or the Credit Balance Settlement Account. In addition, no transportation agent, depository bank, armored car carrier or processing agent shall be utilized by the Servicer unless such Person has been approved in writing by the Administrative Agent and the Liquidity Agent (such approval shall not be unreasonably withheld) and otherwise satisfies the definition of "Transportation Agent," "Depository Bank," "Armored Car Carrier" and "Processing Agent," as applicable; provided, that TRM ATM may enter into approved Automated Teller Machine Cash Services Agreements with Qualified Transportation Agents.; and provided, further, however, that upon the occurrence of an NCR Event, NCR shall be deemed not to be a Qualified Transportation Agent, any prior approval that may have been given by the Administrative Agent or the Liquidity Agent with respect to NCR shall be revoked and the Servicer shall replace NCR, in each of the Contracts and above capacities in which NCR is at such time acting, within 120 days of its knowledge of such NCR Event with a Person otherwise meeting the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract in accordance with the terms thereof and requirements of this AgreementSection 8.01. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall doperform, and shall have full power and authority to doperform, subject only to the specific requirements and prohibitions of limitations set forth in this Agreement, any and all things in connection with the such servicing and administration of the Contracts and the Equipment which that are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts consistent with respect to which the related Equipment may be substituted or upgraded) all Applicable Laws and consistent with prudent and customary practices of servicers in the industryperforming similar functions, but in performing its duties hereunder, the Servicer will act on behalf of and for the benefit of the Transferor, the Issuer, the Trustee Borrower and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to Secured Parties. If any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunderProcessing Agent is Disconnected for more than 48 consecutive hours, the Servicer shall not take any action instruct all Transportation Agents servicing ATMs for which would result such Processing Agent is acting as "Processing Agent" to cease depositing Cash in such ATMs and remove all Cash from such ATMs on the interference with the Obligor's right to quiet enjoyment earlier of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and two (2) Business Days prior to the same extent as the Servicer does with respect to similar contracts held for its own account, next Settlement Date and (ii) maintain with respect the next cycled service visit to each Contract such ATM and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with deposit such Cash in the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) belowCredit Balance Settlement Account. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices or payment coupons and such other notices as may be required to ensure so that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts on or Termination Payments in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Distribution Account within two Business Days following the receipt thereof. Any other amount received by the Servicer from time to time from the Issuer or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and within two Business Days deposited into the Distribution Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the NoteholdersHolders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise in accordance with the servicing standard described in this Section 3.01 with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions into the Distribution Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) provide coupon books for or invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts Leases, at all times will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. The Servicer agrees to complete and file Financing Statements in accordance with the Filing Requirement. (d) The Servicer will cause to be maintained with respect to the Leases and the related Equipment casualty insurance sufficient to cover the replacement cost of the Equipment. Each such casualty policy shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Servicer is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Closing Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Article 8 and Lease substitutions pursuant to Article 8 hereof or otherwise so that (i) the interests conveyed by the Seller Contribution and Sale Agreement in favor of the Transferor in each of the Leases and Equipment, (ii) the interests conveyed by the Transferor Contribution and Sale Agreement in favor of the Issuer, and (iii) the security interest granted by the Indenture in favor of the Trustee in each of the Leases and the Equipment will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. offices (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26extent this may be achieved by central filing).

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box the address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account, as applicable, within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment [and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts and the related Equipment Leases, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices]. The Transferor agrees to execute such UCC financing statements Originator and continuation statements as shall be necessary and shall furnish the Servicer with any powers agree to file Financing Statements on Form UCC-1 to perfect the security interest of attorney or other documents necessary the Trustee in the Leases and appropriate the Lease Payments, and to carry out its servicing and administration duties hereunderthe extent provided herein, the Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof or otherwise so that (i) the ownership interest contemplated by this Agreement in favor of the Issuer and the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases and the Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing), and (ii) the security interest contemplated by the Assignment and Servicing Agreement in favor of the Seller and the Issuer in each of the Leases and Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing). (f) The Servicer shall pay the Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges, if any, owing the related vendor in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder other than payments due or to become due in April 2000) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box the address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account or the Residual Account, as applicable, within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Issuer or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account or Residual Account, as applicable, for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Swap Counterparty, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account or Residual Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts and the related Equipment Leases, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers agree to file Financing Statements on Form UCC-1 to perfect the security interest of attorney or other documents necessary the Trustee in the Leases and appropriate the Lease Payments, and to carry out its servicing and administration duties hereunderthe extent provided herein, the Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; PROVIDED that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Transferor is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 9 and Lease substitutions pursuant to Section 9 hereof or otherwise so that (i) the ownership interest contemplated by this Agreement in favor of the Issuer and the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases and the Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing), and (ii) the security interest contemplated by the Assignment and Servicing Agreement in favor of the Transferor and the Issuer in each of the Leases and Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing). (f) The Servicer shall pay the Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges, if any, owing the related vendor in a timely fashion.

Servicer to Act. (a) Notwithstanding Following the transfers transfer and assignments assignment by each Seller of its respective Receivables (including the Contracts right to receive all Collections due or to become due thereunder) and the other Contributed Property contemplated herebyuntil such time as a Complete Servicing Transfer shall have occurred, Essex, as the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)Purchaser, will service service, administer and administer collect each Contract Receivable in accordance with the terms thereof and of this Sales and Servicing Agreement; provided, however, that upon written approval by the Lender such duties may be delegated by Essex to any of its Affiliates or a third party (without impairment of Essex's Obligations as Servicer). The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that receive all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts Collections on or in respect of each Contract are remitted Receivable and shall keep accurate records thereof and of the Receivables to which each such payment relates. Any amount received by the Obligors directly Servicer from time to a Lock-Box Accounttime from any Seller, the Purchaser or any Obligor which is or is intended to be subject to the Lien of the Loan Agreement shall be held in trust by the Servicer for application in accordance with the provisions of the Loan Agreement. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Sales and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment Receivables which are in consistent with the same manner in which it services contracts and equipment held for receivables constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and customary practices of servicers in the industryprudent servicers, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee Purchaser and the NoteholdersLender, subject at all times to the provisions of the Transaction DocumentsLoan Agreement, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each ContractReceivable, and shall observe and comply with all requirements of law applicable to it. Except as The Servicer shall, to the maximum extent permitted by law, have the terms power and authority, on behalf of the Purchaser as part of the Servicer's administrative and servicing obligations hereunder, to take such action in respect of any Contract following a default thereunder, Receivable as the Servicer shall may deem advisable, including the resale of any repossessed, returned or rejected goods; provided, however, that the Servicer may not take under any action which would result circumstances compromise, rescind, cancel, adjust or modify (including by extension of time for payment or granting any discounts, allowances or credits) the Account Balance of the related Contract for any Receivable, except in the interference accordance with the Obligor's right Credit and Collection Policy. The Servicer undertakes to quiet enjoyment comply with each of the Equipment subject covenants of the Seller included herein in respect of which each Seller undertakes to cause the Contract during the term thereofServicer to take or avoid taking actions specified therein. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor for all Contract Payments payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts receivables held for its own account, (ii) maintain with respect to each Contract and each item of EquipmentReceivable, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each ContractReceivable, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts receivables held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Sales and Servicing Agreement), and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer Purchaser and the TrusteeLender, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment Receivable and any and all filings required by Section 4.01(d) below. (d) The On or prior to the Closing Date, the Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within assignments of Financing Statements required by the time frames set forth therein Operative Agreements, and the Servicer thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise respect thereto as may be necessary so that the security ownership interest contemplated by this Sales and Servicing Agreement in favor of the Trustee Purchaser and the Lien contemplated by the Loan Agreement in favor of the Lender in each of the Contracts and the related Equipment Receivables will be perfected by such filings with the appropriate UCC filing Uniform Commercial Code Filing offices. The Transferor Purchaser agrees to execute such UCC financing statements Financing Statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to enable the Servicer to carry out its servicing and administration duties hereunder. (e) In the event of a default under any Receivable before a Servicer Event of Default, the Servicer shall, at the expense of the Seller from whom such Receivable was purchased hereunder, to the maximum extent permitted by law, have the power and authority, on behalf of the Purchaser as part of the Servicer's administrative and servicing obligations hereunder, to take any action in respect of any such Receivable as the Servicer may deem advisable; provided, however, that the Servicer or such Seller, as the case may be, shall take no enforcement action (judicial or otherwise) with respect to such Receivable, except in accordance with the Credit and Collection Policy. The Servicer or such Seller, as the case may be, will maintain, apply or will cause to be maintained, applied at all times before a Servicer Event of Default the same standards and follow the same procedures with respect to deciding to commence, and in prosecuting, litigation on such Receivables as is applied and followed with respect to like accounts not owned by the Contracts Purchaser. In no event shall the Servicer or such Seller, as the case may be, be entitled to make or authorize any Person to make the Purchaser a party to any litigation without the Purchaser's express prior written consent. (f) The Purchaser may, but shall have no obligation to, take any action or commence any proceeding to realize upon any Receivable. At such time as the Servicer or a Seller, as the case may be, has any obligation to pursue the collection of Receivables and the EquipmentPurchaser possesses any documents necessary therefor, liability insurance in amounts at least the Purchaser agrees to furnish such documents to the Servicer or such Seller, as great the case may be, to the extent and for the period necessary for the Servicer or such Seller, as those described in Section 2.26the case may be, to comply with its obligations hereunder.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account account, and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26. (f) The Servicer will notify the Trustee, in writing and in a form reasonably acceptable to the Trustee, of any change in the contact information of any Obligor, including the name, phone number, facsimile number and address of each key contact individual, within 30 days following the discovery or receipt of notice of such change.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof, except as otherwise provided in Section 4.01(g) hereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds upon the written request of the Insurer if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof, any revision to the Uniform Commercial Code, or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion. (g) In the event of a downgrading of the senior long term debt rating assigned by Moody's or S&P to IOS Capital below "Baa3" or below "BBB-", respectiv▇▇▇, ▇▇e Insurer may, at its option, require the Servicer to establish and maintain, within 30 days of receipt of such notice, and to continue to establish and maintain in accordance with the terms hereof, an Eligible Account, entitled "IKON Receivables Funding, LLC Series 2002-1 Lockbox Account" (the "Lockbox Account"), in the name of the Trustee for the benefit of the Noteholders and the Insurer. The Servicer (i) shall continue to be afforded adequate access to the Loxbox Account to perform its duties hereunder and (ii) shall be authorized to direct the transfer of funds to the Collection Account in accordance with the terms of Section 4.01(a) hereof. Within 45 days of the receipt of notice required by the Section 4.01(g) from the Insurer, the Servicer shall have instructed in writing each Lessee to remit their respective Lease Payments to the address of the Loxbox Account. In addition, the Servicer shall send such further notices and take such further actions as reasonably requested by the Insurer or as reasonably necessary to cause Lessees to comply with such instructions and remit their respective Lease Payments to the Lockbox Account.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof, except as otherwise provided in Section 4.01(g) hereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the -------- Trustee and the Issuer as loss payees and additional insureds upon the written request of the Insurer if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof, any revision to the Uniform Commercial Code, or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion. (g) In the event of a downgrading of the long term debt rating assigned by ▇▇▇▇▇'▇ or S&P to IOS Capital below "Baa3" or below "BBB-", respectively, the Insurer may, at its option, require the Servicer to establish and maintain, within 30 days of receipt of such notice, and to continue to establish and maintain in accordance with the terms hereof, an Eligible Account, entitled "IKON Receivables, LLC Series 2001-1 Lockbox Account" (the "Lockbox Account"), in the name of the Trustee for the benefit of the Noteholders and the Insurer. The Servicer (i) shall continue to be afforded adequate access to the Loxbox Account to perform its duties hereunder and (ii) shall be authorized to direct the transfer of funds to the Collection Account in accordance with the terms of Section 4.01(a) hereof. Within 45 days of the receipt of notice required by the Section 4.01(g) from the Insurer, the Servicer shall have instructed in writing each Lessee to remit their respective Lease Payments to the address of the Loxbox Account. In addition, the Servicer shall send such further notices and take such further actions as reasonably requested by the Insurer or as reasonably necessary to cause Lessees to comply with such instructions and remit their respective Lease Payments to the Lockbox Account.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the NoteholdersSecurityholders), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the NoteholdersSecurityholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off off Date directly to a Lock-Box box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies -------- to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the -------- Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) its Credit and Collections Policy and customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof, except as otherwise provided in Section 4.01(g) hereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same Credit and Collections Policy and the manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that, except as set forth in the Credit and Collections Policy with respect to Substitute Leases or Additional Leases originated after the date hereof, the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment property and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such property and liability policy (i) if maintained by the Servicer, shall name the Issuer, the Trustee and the Insurer as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee, the Issuer and the Insurer as loss payees and additional insureds upon the written request of the Insurer if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11, any revision to the Uniform Commercial Code, or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion. (i) In the event of a downgrading of the senior long term debt rating or outlook assigned by ▇▇▇▇▇'▇ or S&P to IOS Capital below "Baa2 (negative outlook)" or below "BBB- (stable outlook)", respectively ("Level I Downgrade"), or (ii) in the event of a downgrading of the senior long term debt rating assigned by ▇▇▇▇▇'▇ or S&P to IOS Capital below "Baa3" or below "BBB-", respectively ("Level II Downgrade"), the Insurer (so long as no Insurer Default has occurred and is continuing) may, at its option, require the Servicer to establish and maintain, within 30 days of receipt of such notice, and to continue to establish and maintain in accordance with the terms hereof, an Eligible Account (the "Lockbox Account"). (ii) In the event of a Level I Downgrade, the Lockbox Account will be the same account(s) referenced in Section 3.02 of the Indenture, but such account(s) will be in the name of the Trustee for the benefit of IOS Capital, the Noteholders and the Insurer to the extent of their respective interests, and shall be under the dominion and control of the Trustee. In the event of a Level I Downgrade, the Lockbox Account shall be a "commingled" lockbox account, which means that the Servicer may allow funds from leases not owned by the Issuer to be collected (or, as the case may be, remain) in such account along with payments representing proceeds of the Asset Pool. In the event of a Level I Downgrade, at the direction of the Insurer (so long as no Insurer Default has occurred and is continuing), (x) the Servicer shall enter into an account control agreement with the Trustee and lockbox bank satisfactory to the Insurer to further implement the Lockbox Account, provided that, such agreement shall provide the Servicer with adequate access to the Lockbox Account to perform its duties hereunder and (y) subject to the terms of the account control agreement, the Servicer shall be authorized to direct the transfer of funds to the Collection Account in accordance with the terms of Section 4.01(a) hereof. (iii) In the event of a Level II Downgrade, the Lockbox Account will be an account separate and apart from the account(s) referenced in Section 3.02 of the Indenture and such account(s) will be in the name of the Trustee for the benefit of the Noteholders and the Insurer, and under the dominion and control of the Trustee. In the event of a Level II Downgrade, the Lockbox Account shall be a "segregated" lockbox account, which means that the Servicer may not allow funds from leases not owned by the Issuer to be collected (or, as the case may be, remain) in such account along with the payments representing proceeds of the Asset Pool, without the consent of the Insurer. In the event of a Level II Downgrade, at the direction of the Insurer (so long as no Insurer Default has occurred and is continuing), (x) the Servicer shall enter into an account control agreement with the Trustee and lockbox bank satisfactory to the Insurer to further implement the Lockbox Account, provided that, such agreement shall provide the Servicer with adequate access to the Lockbox Account to perform its duties hereunder and (y) subject to the terms of the account control agreement, the Servicer shall be authorized to direct the transfer of funds to the Collection Account in accordance with the terms of Section 4.01(a) hereof. Within 45 days of the receipt of notice from the Insurer required by this Section 4.01(g)(iii), in the event of a Level II Downgrade, the Servicer shall have instructed in writing each Lessee to remit their respective Lease Payments and other payments under the Leases to the address of the Lockbox Account and solely payments relating to the Asset Pool shall be directed to the Lockbox Account. In addition, in the event of a Level II Downgrade, the Servicer shall send such further notices and take such further actions as reasonably requested by the Insurer or as reasonably necessary to cause Lessees to comply with such instructions and remit their respective Lease Payments and other payments under the Leases to the Lockbox Account.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)Company, will service and administer each Contract Lease in accordance with the terms thereof and of this Sales and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Seller, the Company or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Sales and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the IssuerCompany, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Company or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Sales and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer Company and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts and the related Equipment Leases, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Seller and continuation statements as shall be necessary and shall furnish the Servicer with any powers agree to file Financing Statements on Form UCC-1 to perfect the security interest of attorney or other documents necessary the Trustee in the Leases and appropriate the Lease Payments, and to carry out its servicing and administration duties hereunderthe extent provided herein, the Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Company and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Company as loss payees and additional insureds if (A) the Seller is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Closing Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 9 and Lease substitutions pursuant to Section 9 hereof or otherwise so that (i) the ownership interest contemplated by this Agreement in favor of the Company and the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay the Excess Copy Charges and Fee Per Scan Charges, if any, owing the related vendor in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers ICF and assignments each Lessor which becomes a party hereto, as owner or lessee, and on behalf of the Contracts Trust of which it is a beneficiary, and ICI, each hereby appoint Interpool, Inc. as the initial Servicer of the Serviced Assets, and Interpool, Inc., in executing this Agreement hereby accepts such appointment on the terms and conditions set forth in this Agreement. Accordingly, Interpool, Inc. will, as an independent contractor on behalf of ICF, ICI, each Lessor which becomes a party hereto and the other Contributed Property contemplated hereby, the Servicer, Trust and for the benefit of the TransferorICF Indenture Trustee, andthe ICI Indenture Trustee, upon assignment of each Lessor Indenture Trustee (for which the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholdersrelated Lessor shall have become a party hereto), will service the Administrative Agent and (with respect to each) their respective beneficiaries, successors and assigns, (i) manage, service, lease and administer each Contract the Serviced Assets in accordance with the terms thereof of the related Contract and of this AgreementAgreement and (ii) be responsible for enforcing the Trust’s rights in the Serviced Assets. The Notwithstanding anything to the contrary herein, the Servicer will not act as an independent contractor on behalf of, nor otherwise act as an agent of, any lessor of Equipment which leases such Equipment to ICF but does not become a party hereto as a Lessor, nor on behalf of or as agent for any person claiming by or through such lessor, and, with respect to any such lessor not a party hereto, the Servicer shall provide act on behalf of the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect Lessee without altering the obligations of each Contract are remitted by the Obligors directly to a Lock-Box AccountICF under any Lease. (b) The In performing its obligations hereunder, the Servicer shall exercise the same degree of diligence, prudence, skill and care with which it services contracts and equipment held for its own account and, in any event, in a manner consistent with the customary and usual practices of other servicers of comparable contracts and equipment (the foregoing, the “Servicing Standard”). Subject only to the specific requirements and prohibitions of this Agreement and the other ICI Relevant Documents and compliance with the Servicing Standard, the Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in Serviced Assets. In performing its duties hereunder, the Servicer will act on behalf of and for the benefit of the TransferorICI, ICF, each Lessor which becomes a party hereto, the IssuerTrust, the Administrative Agent, the ICF Indenture Trustee, the ICI Indenture Trustee, each Lessor Indenture Trustee (for which the related Lessor shall have become a party hereto), the Administrative Agent and the Noteholders(with respect to each) their respective beneficiaries, subject at all times to the provisions of the Transaction Documentssuccessors and assigns, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligora User. Notwithstanding the prior sentenceIn performing its obligations hereunder, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, the other related documents constituting Serviced Assets and the ICI Relevant Documents, and shall observe and comply with all requirements of law applicable to itsuch Contract, such other related documents constituting Serviced Assets and such ICI Relevant Documents. Except as permitted by the terms of any the related Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's User’s right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice and collect from each Obligor User for all Contract Payments required to be paid by such Obligor User in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) fulfill all of the obligations of the Trust and any of the ongoing responsibilities (if any) of the lessor under a Contract and exercise all rights of the Trust with respect to the Contracts and the Equipment, (iii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor User and compliance by each Obligor User with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts and equipment held for its own account and account, (iiiiv) execute, deliver deliver, report and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, report and file on behalf of the TransferorICF, each Lessor, the Issuer Trust and the TrusteeICI, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or notices, reports, licensing applications or other required filings required to be filed in any jurisdiction with respect to any Contract or any item of Equipment Serviced Assets and any and all filings required by Section 4.01(d3.01 (d) below, (v) apply for and maintain (or cause to be applied for and maintained) all licenses, permits, registrations, authorizations and other governmental items necessary for ICI, ICF, any Lessor and/or the Trust to acquire, hold and manage the Serviced Assets in each jurisdiction where the ownership of its assets or the nature of its operations would require ICI, ICF, any Lessor and/or the Trust to maintain such licenses, permits, registrations, authorizations or governmental items, (vi) pay or cause to be paid all applicable taxes properly due and owing in connection with ICI’s, ICF’s, any Lessor’s and/or the Trust’s activities, (vii) lease, enforce and negotiate the terms of any Contract in accordance with the terms of this Agreement, (viii) repossess and remarket any item of Equipment in accordance with the terms of this Agreement, (ix) negotiate and maintain the insurances required by this Agreement, (x) investigate (at its own expense) the facts and circumstances surrounding each casualty or event of loss with respect to the Equipment, collect or arrange for payment from the appropriate lessee or third party and process all payment requests under the insurance policies with respect to such Equipment, (xi) institute and prosecute claims against the manufacturers of the Equipment as the Servicer may consider advisable for breach of warranty, any defect in condition, design, operation or fitness or other non-conformity with the terms of manufacture, (xii) in connection with its performance of the responsibilities and obligations, and exercise of rights, under a Contract as “lessor,” minimize any abatement, reduction, recoupment, setoff, defense or counterclaim by the related User and (xiii) fully perform all obligations under the Contracts for which the nonperformance of such obligations would create a setoff or counterclaim right by the applicable user. In the event the United States Department of Transportation, the Environmental Protection Agency or any other Governmental Authority or any other Applicable Law requires as a condition of continued use or operation of any Equipment that such Equipment be altered or modified (a “Required Modification”), the Servicer agrees, at its own expense, to make or have made such Required Modification in a timely manner after the expiration or exhaustion of any good faith contest proceedings undertaken by the Servicer. The Servicer shall be responsible for and shall pay all costs and expenses (including, without limitation, any such costs and expenses incurred by the Administrative Agent, each Indenture Trustee, each Lessor, ICF, ICI, each ICF Noteholder, each holder of Lessor Notes, each Lease Enhancer, each Lessor Note Enhancer, each Series Enhancer, each ICI Noteholder each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty, each Registered Pledgee and each Control Party in the exercise of their respective rights and remedies or otherwise) which may be incurred with respect to any such Required Modification (subject to Servicer’s right to such reimbursement as set forth in Section 302 of the related Indenture). Promptly (but in any event within three (3) Business Days) after the Servicer becomes aware of the need for such Required Modification, the Servicer shall notify each of the Administrative Agent, each Indenture Trustee, each ICI Noteholder, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty, each ICF Noteholder, each holder of Lessor Notes, each Lease Enhancer, each Lessor Note Enhancer, each Series Enhancer, each Registered Pledgee and each Control Party which notice shall set forth the time period and estimated costs for the same. (d) The On or prior to the Closing Date, the Servicer will file deliver for filing the UCC financing statements as set forth in Sections 1.01(cFinancing Statements required by Section 2.03(a) and 7.01(c) hereof within of the time frames set forth therein and thereafter will Transfer Agreement(s). Thereafter, the Servicer will, at its own expense, file such additional UCC financing statements Financing Statements and continuation statements and assignments as may be necessary to (i) perfect the ownership and other rights of the Trust in accordance with all Serviced Assets owned by the provisions of any Contract and item of Equipment or otherwise so that Trust from time to time, (ii) perfect the security interest in the collateral granted under each related Indenture in favor of each related Indenture Trustee and (iii) continue the Trustee in each effectiveness of any other security interest contemplated by the terms of this Agreement. Each Lessor, ICI and ICF, on behalf of itself and as the Initial Beneficiary of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor Trust, agrees to execute such UCC financing statements Financing Statements and continuation statements as shall be necessary or appropriate and to deliver copies thereof to the related Indenture Trustee within a reasonable period of time. Each Lessor, ICI and ICF, on behalf of itself and as Initial Beneficiary of the Trust, shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) In performing its duties hereunder, the Servicer may enter into subservicing agreements with one or more of its Affiliates for the servicing and administration of all or part of the Serviced Assets if the Servicer delivers to ICI, each Lessor, ICF, the Trust, the Administrative Agent, each Control Party, each Registered Pledgee and holder of Lessor Notes, each ICF Noteholder, each ICI Noteholder, each Lease Enhancer, each Lessor Note Enhancer, each Series Enhancer, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty, and each Indenture Trustee a certificate of a Servicing Officer consenting to the appointment of the subservicer and a copy of the subservicing agreement; provided, however, that no subservicing agreement shall become effective without the prior written consent of the ICF Global Requisite Majority, which consent shall not be unreasonably withheld. Notwithstanding any subservicing agreement, the Servicer shall remain obligated and liable for the servicing and the administration of the Serviced Assets in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer, to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Serviced Assets. The Servicer will maintainappoints Trac Lease, Inc., a Delaware corporation, as a subservicer with respect to the Servicer’s duties relating to all Equipment (and related Contracts and other Serviced Assets) transferred pursuant to either a Transfer Agreement or the Termination and Transfer Agreement, and each of ICI, each Lessor and ICF hereby consents (and each Noteholder by purchasing its Note, each Control Party and the ICF Global Requisite Majority, are deemed to have consented), to such appointment. Trac Lease, Inc. hereby accepts such appointment as subservicer, agrees to perform all duties and obligations of the Servicer in connection with such assets, and agrees not to resign as subservicer without the prior written consent of the ICF Global Requisite Majority. The Servicer, at any time, and in its sole discretion, shall have the right to remove Trac Lease, Inc. as subservicer by delivery of written notice to such effect, with copies of such notice to be delivered concurrently to each Indenture Trustee for delivery to each beneficiary of such Indenture Trustee’s security interest. (f) In performing its servicing duties hereunder, the Servicer shall engage in reasonable efforts, consistent with the Servicing Standard, to collect all payments required to be made by the Users under the Contracts, enforce all material rights of the Trust in and to the Equipment, the Contracts and the other Serviced Assets and defend the Equipment against all Persons, claims and demands whatsoever for which the User is not obligated to defend or for which such User has not promptly commenced such proceedings as are necessary or advisable to defend against any such Person, claim or demand. The Servicer shall notify ICF, each Lessor, ICI, the Trust, the Administrative Agent, each Control Party, each Series Enhancer, each Lessor Note Enhancer, each Lease Enhancer, each Registered Pledgee, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and each Indenture Trustee of any claim by a third party as to the Serviced Assets that would have a material adverse effect on any noteholder under any Indenture, any ICF Notes, any Lessor Notes, any Series of ICI Notes, any Indenture Trustee, the Administrative Agent, any Series Enhancer, any Lessor Note Enhancer, any Lease Enhancer, any Control Party, any Registered Pledgee, any Interest Rate Hedge Agreement, any Currency Hedge Counterparty or the Serviced Assets. The Servicer shall not assign, sell, pledge or exchange or in any way encumber or otherwise dispose of the Equipment or other Serviced Assets, except as permitted hereunder or in any other ICI Relevant Documents. (g) The Servicer shall maintain insurance (and shall provide evidence of such to each Indenture Trustee, ICF and each Lessor no less frequently than annually, commencing with the March 2003 Payment Date) with respect to its operations and property which is adequate and customary in light of the Servicer’s operations and consistent with the Servicing Standard. The Servicer has obtained, and shall continue to maintain in full force and effect, employee theft insurance of a type and in such amount as is customary for servicers engaged in the business of servicing the contracts, the equipment and related property similar to the Contracts, the Equipment and the other Serviced Assets. (h) To the extent that an equivalent payment has been received from a User under a Contract, the Servicer shall pay or cause to be maintainedpaid all personal property, sales and use taxes on or with respect to the Contracts Equipment, or the acquisition or leasing thereof, as and when such taxes become due. The Servicer shall also cause to be filed in a timely manner any and all returns and reports required in connection with the payment of such taxes. (i) All payments made by a User under a Contract and all payments made by the Servicer or a permitted subservicer under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes. (j) The Servicer, as agent for ICF, each Lessor, ICI, each Indenture Trustee, the Trustee, each Person that is a beneficiary of each Indenture Trustee’s security interest and the Registered Pledgees, shall use reasonable efforts to sell or re-lease any item of Equipment upon the expiration or early termination of a Contract relating to an item of Equipment on the best terms then available. Any such sale or re-lease of an item of Equipment shall be conducted in accordance with the standards set forth in Section 3.02. In the event that the Servicer receives more than one offer for the sale or re-lease of an item of Equipment, liability insurance the Servicer will in amounts at least its ordinary course of business be required to select the sale or re-lease proposal which, in its reasonable judgment taking into account all relevant facts (including, but not limited to, ICI’s, the Trust’s, ICF’s and the related Lessor’s (as great the case may be) business strategy and the risks inherent in each such sale or re-lease), is most likely to maximize the net present value of the total future proceeds. Any re-lease of an item of Equipment shall be designated as those described in Section 2.26.such. Upon such designation, the Servicer s

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to -------- name the Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof, except as otherwise provided in Section 4.01(g) hereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof, any revision to the Uniform Commercial Code, or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion. (g) In the event of a downgrading of the long term debt rating assigned by ▇▇▇▇▇'▇ or S&P to IOS Capital below "Baa3" or below "BBB-", respectively, the Insurer may, at its option, require the Servicer to establish and maintain, within 30 days of receipt of such notice, and to continue to establish and maintain in accordance with the terms hereof, an Eligible Account, entitled "IKON Receivables, LLC Series 2000-2 Lockbox Account" (the "Lockbox Account"), in the name of the Trustee for the benefit of the Noteholders and the Insurer. The Servicer (i) shall continue to be afforded adequate access to the Loxbox Account to perform its duties hereunder and (ii) shall be authorized to direct the transfer of funds to the Collection Account in accordance with the terms of Section 4.01(a) hereof. Within 45 days of the receipt of notice required by the Section 4.01(g) from the Insurer, the Servicer shall have instructed in writing each Lessee to remit their respective Lease Payments to the address of the Loxbox Account. In addition, the Servicer shall send such further notices and take such further actions as reasonably requested by the Insurer or as reasonably necessary to cause Lessees to comply with such instructions and remit their respective Lease Payments to the Lockbox Account.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary customary, practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account account, and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26. (f) The Servicer will notify the Trustee, in writing and in a form reasonably acceptable to the Trustee, of any change in the contact information of any Obligor, including the name, phone number, facsimile number and address of each key contact individual, within 30 days following the discovery or receipt of notice of such change.

Servicer to Act. Borrower hereby appoints TRM ATM as Servicer to perform the duties with respect to the provision of Cash to ATMs as contemplated by this Agreement. Such services shall include: (ai) Notwithstanding entering into and enforcing the transfers Servicer's and assignments Borrower's rights under Automated Teller Machine Cash Services Agreements, Armored Car Carrier Addendums, Processing Service Agreements and any other agreements necessary to provide cash for the ATMs, (ii) making claims under any insurance policies covering the Cash, (iii) preparing reports with respect to the ATM Fee Settlement Account, Credit Balance Settlement Account and Disbursement Accounts activity and Cash maintenance, (iv) maintaining a list of (A) the Contracts location of each ATM receiving Cash, (B) each Transportation Agent (with a contact person and telephone number), and (C) each Processing Agent (with contact person and telephone number), (v) maintaining records with respect to the amount of Cash located in each ATM at any time and (vi) instructing the Administrative Agent and the other Contributed Property contemplated herebyCollateral Agent, the Serviceras applicable, as to which Disbursement Accounts Cash is to be deposited for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder distribution to the Issuer (applicable Transportation Agents. The Servicer covenants and agrees that under no circumstances will it direct any Cash to be deposited into any account other than a Disbursement Account or the Credit Balance Settlement Account. In addition, no transportation agent, depository bank, armored car carrier or processing agent shall be utilized by the Servicer unless such Person has been approved in writing by the Administrative Agent and the Issuer's assignment thereof to Liquidity Agent (such approval shall not be unreasonably withheld) and otherwise satisfies the Trustee for the benefit definition of the Trustee "Transportation Agent," "Depository Bank," "Armored Car Carrier" and the Noteholders)"Processing Agent," as applicable; PROVIDED, will service and administer each Contract in accordance that TRM ATM may enter into approved Automated Teller Machine Cash Services Agreements with the terms thereof and of this AgreementQualified Transportation Agents. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall doperform, and shall have full power and authority to doperform, subject only to the specific requirements and prohibitions of limitations set forth in this Agreement, any and all things in connection with the such servicing and administration of the Contracts and the Equipment which that are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts consistent with respect to which the related Equipment may be substituted or upgraded) all Applicable Laws and consistent with prudent and customary practices of servicers in the industryperforming similar functions, but in performing its duties hereunder, the Servicer will act on behalf of and for the benefit of the Transferor, the Issuer, the Trustee Borrower and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to Secured Parties. If any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunderProcessing Agent is Disconnected for more than 48 consecutive hours, the Servicer shall not take any action instruct all Transportation Agents servicing ATMs for which would result such Processing Agent is acting as "Processing Agent" to cease depositing Cash in such ATMs and remove all Cash from such ATMs on the interference with the Obligor's right to quiet enjoyment earlier of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and two (2) Business Days prior to the same extent as the Servicer does with respect to similar contracts held for its own account, next Settlement Date and (ii) maintain with respect the next cycled service visit to each Contract such ATM and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with deposit such Cash in the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) belowCredit Balance Settlement Account. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the The Servicer, for the benefit of the Transferoras independent contract servicer, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will shall service and administer each Contract the Servicing Retained Mortgage Loans in accordance with this Agreement, all applicable laws, rules and regulations, the terms thereof of the Mortgage Loan Documents and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices FNMA and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall doFHLMC servicing guides, and shall have full power and authority authority, acting alone, to do, subject only do or cause to the specific requirements and prohibitions of this Agreement, be done any and all things in connection with the such servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment Servicer may be substituted deem necessary or upgraded) desirable and consistent with prudent and customary practices the terms of servicers in this Agreement. Consistent with the industry, but in performing its duties hereunderterms of this Agreement, the Servicer will act on behalf and for the benefit may waive, modify or vary any term of the Transferor, the Issuer, the Trustee and the Noteholders, subject at all times any Mortgage Loan or consent to the provisions postponement of the Transaction Documents, without regard strict compliance with any such term or in any manner grant indulgence to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change Mortgagor if in the location of a Lock-Box Account Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each ContractPurchaser; provided, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunderhowever, that the Servicer shall not take permit any action which modification with respect to any Mortgage Loan that would result in change the interference with Mortgage Interest Rate, defer or forgive the Obligor's right to quiet enjoyment payment thereof or of any principal or interest payments, reduce the Equipment subject to outstanding principal amount (except for actual payments of principal), make additional advances of additional principal or extend the Contract during the term thereof. (c) final maturity date on such Mortgage Loan. Without limiting the generality of the foregoing, the Servicer will be responsibleshall continue, among other dutiesand is hereby authorized and empowered, to (i) invoice each Obligor for execute and deliver on behalf of itself, and the Purchaser, all Contract Payments required to be paid by such Obligor in such manner instruments of satisfaction or cancellation, or of partial or full release, discharge and to the same extent as the Servicer does all other comparable instruments, with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, the Mortgage Loans and with respect to each payment the Mortgaged Property. If reasonably required by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorServicer, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and Purchaser shall furnish the Servicer with any powers of attorney or and other documents necessary and or appropriate to enable the Servicer to carry out its servicing and administration administrative duties hereunder. under this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, the Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (ei) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge, or (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law. If the Servicer waives or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full due to any action or omission of the Servicer, other than as provided above, the Servicer shall deposit the amount of such Prepayment Charge (or such portion thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement. The Servicer will maintainshall notify MERS of the ownership interest of Purchaser in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, Purchaser may direct Servicer to cause any MOM Loan to be maintaineddeactivated from the MERS System. In servicing and administering the Mortgage Loans, with respect the Servicer shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to the Contracts accepted mortgage servicing practices of prudent lending institutions and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26Purchaser’s reliance on the Servicer.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)Company, will service and administer each Contract Lease in accordance with the terms thereof and of this Sales and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Seller, the Company or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Sales and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the IssuerCompany, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Company or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Sales and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer Company and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts and the related Equipment Leases, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Seller and continuation statements as shall be necessary and shall furnish the Servicer with any powers agree to file Financing Statements on Form UCC-1 to perfect the security interest of attorney or other documents necessary the Trustee in the Leases and appropriate the Lease Payments, and to carry out its servicing and administration duties hereunderthe extent provided herein, the Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Company and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Company as loss payees and additional insureds if (A) the Seller is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Closing Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 9 and Lease substitutions pursuant to Section 9 hereof or otherwise so that (i) the ownership interest contemplated by this Agreement in favor of the Company and the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the security interest contemplated by the Indenture in favor of the Trustee in Equipment subject to Leases having a Discounted Present Value of at least 75% of the aggregate Discounted Present Value of the Leases as of June 1 and December 1 of each year following the Closing Date and Equipment relating to not less than 75% of the Booked Residual Value of such Equipment as of June 1 and December 1 of each year following the Closing Date will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay the Excess Copy Charges and Fee Per Scan Charges, if any, owing the related vendor in a timely fashion.

Servicer to Act. (a) Notwithstanding The Purchaser hereby appoints Interpool Limited as the transfers and assignments initial Servicer of the Contracts Leases, the Containers and the other Contributed Property contemplated herebyCollateral, and Interpool Limited in executing this Agreement hereby accepts such appointment on the Servicerterms and conditions set forth in this Agreement. Accordingly, Interpool Limited will, as an independent contractor on behalf of the Purchaser and for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (Agent and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)Lenders, will (i) manage, service and administer each Contract Lease and the related Containers in accordance with the terms thereof of each such Lease and of this Agreement. The Servicer shall provide Agreement and (ii) be responsible for enforcing the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or Purchaser's rights in respect of each Contract are remitted by the Obligors directly to a Lock-Box AccountCollateral. (b) The In performing its obligations hereunder, the Servicer shall exercise the same degree of skill and care with which it services leases and equipment held for its own account and, in any event, in a manner consistent with the customary practices of other servicers of comparable leases and equipment (the foregoing, the "Servicing Standard"). Subject only to the specific requirements and prohibitions of this Agreement and the other Loan Documents and compliance with the Servicing Standard, the Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in Containers. In performing its duties hereunder, the Servicer will act on behalf of and for the benefit of the TransferorPurchaser, the IssuerAgent, the Trustee and the Noteholders, subject at all times to the provisions of the Transaction DocumentsLenders, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligora Lessee. Notwithstanding the prior sentenceIn performing its obligations hereunder, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each ContractLease and other related Collateral, and shall observe and comply with all requirements of law applicable to itsuch Lease and other related Collateral. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment Containers subject to the Contract Lease during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor Lessee for all Contract Payments lease payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, but in any event in accordance with the provisions of Section 3.01(k) hereof, (ii) fulfill all of the obligations of the Purchaser and any of the ongoing responsibilities (if any) of the lessor under a Lease, (iii) maintain with respect to each Contract Lease and each item of EquipmentContainer, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account and (iiiiv) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer Purchaser and the TrusteeAgent, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment Container and any and all filings required by Section 4.01(d3.01 (d) below. (d) The On or prior to the Third Restatement Date, the Servicer will file has delivered for filing the UCC financing statements as set forth in Sections 1.01(c) Financing Statements required by Section 2.03 of the Contribution and 7.01(c) hereof within Sale Agreement. Thereafter, the time frames set forth therein and thereafter will Servicer will, at its own expense, file such additional UCC financing statements Financing Statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that as may be necessary to (i) perfect the security interest in the Collateral granted by the Security Agreement in favor of the Trustee in each Agent and (ii) to continue the effectiveness of any other security interest contemplated by the terms of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing officesLoan Documents. The Transferor Purchaser agrees to execute such UCC financing statements Financing Statements and continuation statements as shall be necessary and to deliver copies thereof to the Agent. The Purchaser shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. In addition to the foregoing, the Servicer shall, with respect to any Lessee that leases Containers pursuant to a Finance Lease and for which the sum of the Finance Lease Values of all such Finance Leases is greater than three percent (3%) of the Asset Base on the related Transfer Date, take the following actions by not later than (x) One Hundred Eighty (180) days in the case of the items referred to in clause (B)(i) below and (y) fifteen days (15) in all other items referred to below, in each case following the related Transfer Date: (A) if the Lessee's "location" (as such term is used and defined in Section 9-307 of the UCC) is within the United States of America, then file in the appropriate filing office a UCC financing statement naming the Lessee, as debtor/lessee, the Purchaser, as lessor/secured party, and leased containers as the "collateral"; or (B) if the Lessee's "location" (as such term is used and defined in Section 9-307 of the UCC) is not within the United States of America, then the Servicer shall take all of the following actions: (i) obtain and cause to be delivered to the Agent an Opinion of Counsel addressed to the Agent from local counsel in such jurisdiction as to (A) whether or not in the event of a bankruptcy of the Lessee in a proceeding commenced in such jurisdiction the Containers subject to such Finance Lease would be considered to be owned by or property of such Lessee and (B) if the opinion in part (A) is affirmative, confirming that (x) the law of such jurisdiction requires the existence of a nonpossessory security interest in the Containers subject to such Finance Lease to be made generally available in a filing, recording or registration system as a condition or result of the security interest obtaining rights over the rights of a lien creditor with respect to such Container, and (y) that all such filings, recordings and registrations naming the Lessee as debtor/lessee, the Purchaser, as lessor/secured party, and the leased Containers as the collateral have been accomplished; and (ii) file with the Recorder of Deeds of the District of Columbia a UCC financing statement naming the Lessee, as debtor/lessee, the Issuer, as lessor/secured party, and the leased containers as the "collateral." If the Opinion of Counsel delivered pursuant to part (A) of clause (i) above is negative, the opinion and/or actions described in part (B) of clause (i) above will not be required. (e) In performing its duties hereunder, the Servicer may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld or delayed), enter into subservicing agreements with one or more of its Affiliates for the servicing and administration of all or part of the Leases and the Containers if the Servicer delivers to the Purchaser and the Agent a certificate of an Authorized Officer consenting to the appointment of the subservicer and a copy of the subservicing agreement; provided, however, that (i) each such subservicing agreement, other than the CAI Agreement as in effect on the Third Restatement Date, must provide that the rights of the subservicer thereunder must terminate upon the termination of the Servicer in accordance with the terms of this Agreement, (ii) the Servicer shall be solely responsible for the payment of all compensation and fees payable to the subservicer under each such subservicing agreement, and (iii) no subservicing agreement shall become effective without the prior written consent of the Majority Lenders, which consent shall not be unreasonably withheld. Notwithstanding any subservicing agreement, the Servicer shall remain obligated and liable to the Purchaser, the Agent and the Lenders for the servicing and the administration of the Leases and the other Collateral in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer, to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Leases and the other Collateral. On or prior to the Third Restatement Date, Interpool Limited has delivered to the Purchaser and the Agent a copy of the CAI Agreement. On or prior to the Third Restatement Date, Interpool Limited has assigned to the Purchaser all of Interpool Limited's rights (but not its obligations) under the CAI Agreement to the extent (but only to the extent) of Containers that is actually acquired by the Purchaser from time to time pursuant to the terms of the Loan Documents. Thereafter, CAI will, subject to the limitation set forth in Section 6.10 hereof, act as a subservicer with respect to that portion of the Containers subject to the CAI Agreement, and the Purchaser hereby consents (and the Agent and each Lender by purchasing its Note is deemed to have consented) to such appointment. (f) On or prior to the Third Restatement Date, Interpool Limited has delivered to the Purchaser and the Agent a copy of the Management Agreement. On or prior to the Third Restatement Date, Interpool Limited has assigned (and hereby reconfirms the assignment) to the Purchaser all of Interpool Limited's rights (but not its obligations) under the Management Agreement to the extent (but only to the extent) of Containers that are actually acquired by the Purchaser from time to time pursuant to the terms of the Loan Documents. Thereafter, CAI will act as a subservicer with respect to that portion of the Containers that are subject to the Management Agreement, and the Purchaser hereby consents (and the Agent and each Lender by purchasing its Note is deemed to have consented) to such appointment, subject to the limitations set forth in Section 6.10 hereof and in the other Loan Documents. (g) In performing its servicing duties hereunder, the Servicer shall engage in reasonable efforts, consistent with the Servicing Standard, to collect all payments required to be made by the Lessees under the Leases, enforce all material rights of the Purchaser under the Leases and defend the Containers against all Persons, claims and demands whatsoever which the Lessee is not obligated to defend. The Servicer will maintainshall not assign, sell, pledge or exchange or in any way encumber or otherwise dispose of the Containers, the Leases (to the extent specifically related to the Containers) and all accounts, payment intangible, revenues, income profits and proceeds of the Containers and the Leases (to the extent specifically related to the Containers), except as permitted hereunder or in any other Loan Documents. (h) The Servicer shall maintain insurance (including, without limitation, employee fidelity insurance) with respect to its operations and property which is adequate and customary in light of the Servicer's operations and consistent with the Servicing Standard. (i) To the extent that an equivalent payment has been received from a Lessee under a Lease, the Servicer shall pay or cause to be maintainedpaid all personal property, sales and use taxes on or with respect to the Contracts Containers, or the acquisition or leasing thereof, as and when such taxes become due. The Servicer shall also cause to be filed in a timely manner any and all returns and reports required in connection with the payment of such taxes. (j) The Servicer acknowledges that the Purchaser shall at all times retain full legal and equitable title to the Containers, the Leases (to the extent specifically related to the Containers) and all accounts, payment intangible, revenues, income profits and proceeds of the Containers and the EquipmentLeases (to the extent specifically related to the Containers), liability insurance notwithstanding the management and servicing thereof by Servicer or any subservicer hereunder. The Servicer shall not make reference to or otherwise deal with or treat the Containers, the Leases (to the extent specifically related to the Containers) and all accounts, payment intangible, revenues, income profits and proceeds of the Containers and the Leases (to the extent specifically related to the Containers), in any manner except in conformity with this Section 3.01. (k) The Servicer, as agent for the Purchaser, will ▇▇▇▇ each Lessee in accordance with the terms of each Lease which may be accomplished pursuant to a single invoice (including electronic invoicing with certain Lessees) which separately designates (i) amounts at least owing to the Servicer (in its individual capacity and not as great servicer for any other entity) under leases maintained with such Lessee (the "Interpool Leases"), and (ii) the amount of rent (or other amounts) owed by the Lessee with respect to containers (including the Containers) for which the Servicer is acting as those described manager or servicer with respect to such containers (the "Interpool Managed Leases"). Each invoice will provide a detailed listing of the containers, and the applicable amounts due and owing with respect to each container, to which the invoice relates (including the Containers). The Containers will be sufficiently identified in Section 2.26the detail of the invoice, by serial or other identification number, to allow the parties to specifically identify the amounts which are due to the Purchaser. All invoices will instruct the Lessee thereunder to make payment of such invoice directly into the Lockbox or the Lockbox Account.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts and the other Contributed Property contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the NoteholdersNoteholders and the Swap Providers), will service and administer each Contract in accordance with the terms thereof and of this Agreement. The Servicer shall provide the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or in respect of each Contract are remitted by the Obligors directly to a Lock-Box Account. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary customary, practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee Trustee, the Swap Providers and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice each Obligor for all Contract Payments required to be paid by such Obligor in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account account, and (iii) execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will comply with the Collateral Protection Requirements and file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments in accordance with the provisions of any Contract and item of Equipment or otherwise so that the security interest in favor of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings filings, in accordance with the Collateral Protection Requirements, with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26. (f) The Servicer will notify the Trustee, in writing and in a form reasonably acceptable to the Trustee, of any change in the contact information of any Obligor, including the name, phone number, facsimile number and address of each key contact individual, within 30 days following the discovery or receipt of notice of such change.

Servicer to Act. (a) Notwithstanding the transfers contribution and assignments transfer by the Originator of the Contracts Leases and the other Contributed Property Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Assignment and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Issuer or any Lessee which is subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Assignment and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholdersholders of the Notes and the Insurer, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Assignment and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the TransferorOriginator, the Seller, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and, except as provided in the last sentence of this Section 4.01(c), any Financing Statements and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements assignments of Financing Statements and continuation statements and assignments as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the transfer of the Leases and Equipment from the Originator to the Seller, the transfer of the Leases from the Seller to the Issuer, the security interest granted by the Seller to the Issuer in the Equipment and the security interest granted by the Issuer pursuant to the Indenture in favor of the Trustee in each of the Contracts Leases and the related Equipment Issuer's interest in the Equipment, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator, the Seller, the Issuer and continuation statements as shall be necessary and shall furnish the Servicer with agree to file Financing Statements on Form UCC-1 to perfect the ownership interest of the Issuer and the security interest of the Trustee in the Leases, the ownership interest of the Seller in the Equipment, the security interest in favor of the Issuer in the Equipment and the security interest of the Trustee in the Issuer's interest in the Equipment. The parties acknowledge that the Originator has not filed, and it is not contemplated that the Originator, the Servicer, the Seller, the Issuer or any powers other party will file, Financing Statements in order to perfect or to continue in effect any security interest in any item of attorney or other documents necessary and appropriate Equipment securing the obligations of the Lessee under the Lease relating to carry out its servicing and administration duties hereundersuch Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to -------- name the Trustee and the Issuer as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Issuance Date, the Servicer will file the Required Financing Statements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases and the Equipment as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof, any revision to the Uniform Commercial Code, or otherwise so that (i) the ownership interest and security interest contemplated by this Agreement in favor of the Issuer, and the security interest contemplated by the Indenture in favor of the Trustee, in the Leases will be perfected by such filings with the appropriate Uniform Commercial Code filing offices and (ii) the ownership interest contemplated by this Agreement in favor of the Seller, and the security interest contemplated by this Agreement in favor of the Issuer and by the Indenture in favor of the Trustee, in the Equipment, will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay Excess Copy Charges and Maintenance Charges, if any, owing to IKON Office Solutions, Inc. in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)Trust, will service and administer each Contract Lease in accordance with the terms thereof and of this Sales and Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to Leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts Termination Payments on or in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box the address specified by the Servicer. The Servicer shall deposit such payments to the Collection Account or the Residual Account, as applicable, within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Originator, the Trust or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and promptly turned over to the Trustee or deposited into the Collection Account or Residual Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Sales and Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the IssuerTrust, the Trustee and the Noteholdersholders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Trust or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions to the Trustee for deposit in the Collection Account or Residual Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Sales and Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer Trust and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts and the related Equipment Leases, at all times will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements Originator and continuation statements as shall be necessary and shall furnish the Servicer with any powers agree to file Financing Statements on Form UCC-1 to perfect the security interest of attorney or other documents necessary the Trustee in the Leases and appropriate the Lease Payments, and to carry out its servicing and administration duties hereunderthe extent provided herein, the Equipment. (ed) The Servicer will maintain, or cause to be maintained, with respect to the Contracts Leases and the Equipment, Equipment casualty and liability insurance in amounts at least as great as those described in Section 2.262.04(f). Each such casualty and liability policy (i) if maintained by the Servicer, shall name the Trust and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Trust as loss payees and additional insureds if (A) the Originator is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Closing Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any purchases of Additional Leases in accordance with Section 11 and Lease substitutions pursuant to Section 11 hereof or otherwise so that (i) the ownership interest contemplated by this Agreement in favor of the Trust and the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases and the Equipment will be perfected by such filings with the appropriate Uniform Commercial Code filing offices (to the extent this may be achieved by central filing), and (ii) the security interest contemplated by the Sales and Servicing Agreement in favor of the Seller and the Trust in Equipment subject to Leases having a Discounted Present Value of at least 75% of the aggregate Discounted Present Value of the Leases as of the Closing Date and Equipment relating to not less than 75% of the Booked Residual Value of such Equipment as of the Closing Date will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. (f) The Servicer shall pay the Excess Copy Charges, Maintenance Charges and Fee Per Scan Charges, if any, owing the related vendor in a timely fashion.

Servicer to Act. (a) Notwithstanding the transfers and assignments of the Contracts Leases (including the right to receive all payments due or to become due thereunder) and the other Contributed Property related interests in the Equipment contemplated hereby, the Servicer, for the benefit of the Transferor, and, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders), will service and administer each Contract Lease in accordance with the terms thereof and of this Servicing Agreement. The Servicer shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect each Lease from time to time, all in accordance with (i) customary and prudent servicing procedures for leases of a similar type, (ii) all applicable laws, rules and regulations, and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii), no less a standard of care than that which it applies to leases it services for its own account. The Servicer shall provide the Obligors Lessees with appropriate invoices and such other notices as may be required to ensure that all Contract Lease Payments, Prepayment Amounts Casualty Payments and Partial Prepayment Amounts on or Termination Payments in respect of each Contract Lease are remitted by the Obligors directly Lessees to a Lock-Box Accountthe address specified by the Servicer. The Servicer shall deposit such payments to the Lockbox Account within two Business Days of the receipt thereof. Any other amount received by the Servicer from time to time from the Issuer or any Lessee which is or is intended to be subject to the Lien of the Indenture shall be held in trust by the Servicer, as agent for the Trustee and within two Business Days deposited into the Lockbox Account for application in accordance with the provisions of the Indenture. (b) The Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Servicing Agreement, any and all things in connection with the servicing and administration of the Contracts Leases and the interests in the Equipment which are in consistent with the same manner in which it services contracts leases and equipment held for constituting part of its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) portfolio and consistent with prudent and the customary practices of servicers in the equipment leasing industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the NoteholdersHolders of the Notes, subject at all times to the provisions of the Transaction DocumentsIndenture, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each ObligorLessee. The Servicer shall at all times act in accordance with the provisions of each ContractLease, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract Lease following a default thereunder, the Servicer shall not take any action which would result in the interference with the ObligorLessee's right to quiet enjoyment of the Equipment subject to the Contract Lease during the term thereof. The Servicer shall exercise with respect to each item of Equipment all rights and remedies it, the Issuer or the Trustee shall have against any vendor of the Equipment, subject to the provisions of any Lease, and shall promptly pay all amounts realized from such actions into the Lockbox Account, in accordance with the terms of the Indenture. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, agrees to (i) invoice each Obligor Lessee monthly (except quarterly, semi-annually or annually in the case of Leases which provide for quarterly, semi-annual or annual Lease Payments, respectively) for all Contract Lease Payments required to be paid by such Obligor Lessee in such manner and to the same extent as the Servicer does with respect to similar contracts leases held for its own account, (ii) maintain with respect to each Contract Lease and each item of Equipment, and with respect to each payment by each Obligor Lessee and compliance by each Obligor Lessee with the provisions of each ContractLease, complete and accurate records in such manner the same form and to the same extent as the Servicer does with respect to similar contracts leases and equipment held for its own account (which records shall be at least as complete and accurate as those maintained by the Servicer as of the date of this Servicing Agreement), and (iii) from time to time execute, deliver and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required to be filed in any jurisdiction with respect to any Contract Lease or any item of Equipment and any and all filings required by Section 4.01(d) below. (d) The Servicer will file the UCC financing statements as set forth in Sections 1.01(c) Financing Statements and 7.01(c) hereof within the time frames set forth therein assignments of Financing Statements and thereafter will file such additional UCC financing statements Financing Statements and continuation statements and assignments with respect thereto as may from time to time be necessary because of Lease substitutions, equipment replacements in accordance with the provisions of any Contract and item of Equipment Lease or otherwise so that the security interest contemplated by the Indenture in favor of the Trustee in each of the Contracts Leases, at all times will be perfected by such filings with the appropriate Uniform Commercial Code filing offices. The Servicer agrees to file Financing Statements on Form UCC-1 to perfect the security interest of the Trustee in the Leases and the related Lease Payments, and to the extent provided herein, the Equipment. (d) The Servicer will cause to be maintained with respect to the Leases and the Equipment casualty insurance sufficient to cover the replacement cost of the Equipment. Each such casualty policy and liability policy (i) if maintained by the Servicer, shall name the Issuer and Trustee as loss payees or additional insureds and (ii) if maintained by the Lessee, shall name the Servicer or the Trustee as loss payee and additional insured; provided that the Servicer shall cause all such policies to name the Trustee and the Issuer as loss payees and additional insureds if (A) the Servicer is no longer the Servicer, (B) an Event of Default shall have occurred and be continuing or (C) a Servicer Event of Default shall have occurred and be continuing. (e) On or prior to the Closing Date, the Servicer will file the Financing Statements and assignments of Financing Statements in accordance with the Filing Requirements and thereafter will file such additional Financing Statements and continuation statements and assignments with respect to the Leases as may be necessary because of equipment replacements in accordance with the provisions of any Lease, purchases of Additional Leases in accordance with Article 8 and Lease substitutions pursuant to Article 8 hereof or otherwise so that (i) the ownership interest contemplated by the Seller Sale and Contribution Agreement in favor of the Transferor in each of the Leases and Equipment, (ii) the ownership interest contemplated by the Transferor Sale and Contribution Agreement in favor of the Issuer, and (iii) the security interest contemplated by the Indenture in favor of the Trustee in each of the Leases and the Equipment will be perfected by such filings with the appropriate UCC Uniform Commercial Code filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. offices (e) The Servicer will maintain, or cause to be maintained, with respect to the Contracts and the Equipment, liability insurance in amounts at least as great as those described in Section 2.26extent this may be achieved by central filing).

Servicer to Act. (a) Notwithstanding The Issuer hereby appoints Interpool, Inc. as the transfers and assignments initial Servicer of the Contracts Serviced Assets, and Interpool, Inc., in executing this Agreement hereby accepts such appointment on the other Contributed Property contemplated herebyterms and conditions set forth in this Agreement. Accordingly, Interpool, Inc. will, as an independent contractor on behalf of the Issuer, the ServicerIndenture Trustee, for the benefit of the TransferorAdministrative Agent and (with respect to each) their respective beneficiaries, andsuccessors and assigns, upon assignment of the Transferor's rights hereunder to the Issuer (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)i) manage, will service service, lease and administer each Contract the Serviced Assets in accordance with the terms thereof of the related Contract and of this Agreement. The Servicer shall provide Agreement and (ii) be responsible for enforcing the Obligors with appropriate invoices and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or Trust’s rights in respect of each Contract are remitted by the Obligors directly to a Lock-Box AccountServiced Assets. (b) The In performing its obligations hereunder, the Servicer shall exercise the same degree of diligence, prudence, skill and care with which it services contracts and equipment held for its own account and, in any event, in a manner consistent with the customary and usual practices of other servicers of comparable contracts and equipment (the foregoing, the “Servicing Standard”). Subject only to the specific requirements and prohibitions of this Agreement and the other Relevant Documents and compliance with the Servicing Standard, the Servicer shall do, and shall have full power and authority to do, subject only to the specific requirements and prohibitions of this Agreement, any and all things in connection with the servicing and administration of the Contracts and the Equipment which are in the same manner in which it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in Serviced Assets. In performing its duties hereunder, the Servicer will act on behalf of and for the benefit of the Transferor, the Issuer, the Trust, the Administrative Agent, the Indenture Trustee and the Noteholders(with respect to each) their respective beneficiaries, subject at all times to the provisions of the Transaction Documentssuccessors and assigns, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligora User. Notwithstanding the prior sentenceIn performing its obligations hereunder, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, the other related documents constituting Serviced Assets and the Relevant Documents, and shall observe and comply with all requirements of law applicable to itsuch Contract, such other related documents constituting Serviced Assets and such Relevant Documents. Except as permitted by the terms of any the related Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's User’s right to quiet enjoyment of the Equipment subject to the Contract during the term thereof. (c) Without limiting the generality of the foregoing, the Servicer will be responsible, among other duties, to (i) invoice and collect from each Obligor User for all Contract Payments required to be paid by such Obligor User in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account, (ii) fulfill all of the obligations of the Trust and any of the ongoing responsibilities (if any) of the lessor under a Contract and exercise all rights of the Trust with respect to the Contracts and the Equipment, (iii) maintain with respect to each Contract and each item of Equipment, and with respect to each payment by each Obligor User and compliance by each Obligor User with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts and equipment held for its own account and account, (iiiiv) execute, deliver deliver, report and file (or cause the same to be done), and the Servicer is hereby authorized and empowered to execute, deliver, report and file on behalf of the Transferor, the Issuer Trust and the TrusteeIssuer, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or notices, reports, licensing applications or other required filings required to be filed in any jurisdiction with respect to any Contract or any item of Equipment Serviced Assets and any and all filings required by Section 4.01(d3.01 (d) below, (v) apply for and maintain (or cause to be applied for and maintained) all licenses, permits, registrations, authorizations and other governmental items necessary for the Issuer and/or the Trust to acquire, hold and manage the Serviced Assets in each jurisdiction where the ownership of its assets or the nature of its operations would require the Issuer and/or the Trust to maintain such licenses, permits, registrations, authorizations or governmental items, (vi) pay or cause to be paid all applicable taxes properly due and owing in connection with the Issuer’s and/or the Trust’s activities, (vii) lease, enforce and negotiate the terms of any Contract in accordance with the terms of this Agreement, (viii) repossess and remarket any item of Equipment in accordance with the terms of this Agreement, (ix) negotiate and maintain the insurances required by this Agreement, (x) investigate (at its own expense) the facts and circumstances surrounding each casualty or event of loss with respect to the Equipment, collect or arrange for payment from the appropriate lessee or third party and process all payment requests under the insurance policies with respect to such Equipment, (xi) institute and prosecute claims against the manufacturers of the Equipment as the Servicer may consider advisable for breach of warranty, any defect in condition, design, operation or fitness or other non-conformity with the terms of manufacture, (xii) in connection with its performance of the responsibilities and obligations, and exercise of rights, under a Contract as “lessor,” minimize any abatement, reduction, recoupment, setoff, defense or counterclaim by the related User, (xiii) pay or cause to be paid all independent director and manager fees with respect to the Issuer due and owing in connection with the Issuer, (xiv) sell Equipment in connection with a User’s exercise of the purchase option under a Finance Lease, and (xv) fully perform all obligations under the Contracts for which the nonperformance of such obligations would create a setoff or counterclaim right by the applicable user. In the event the United States Department of Transportation, the Environmental Protection Agency or any other Governmental Authority or any other Applicable Law requires as a condition of continued use or operation of any Equipment that such Equipment be altered or modified (a “Required Modification”), the Servicer agrees, at its own expense, to make or have made such Required Modification in a timely manner after the expiration or exhaustion of any good faith contest proceedings undertaken by the Servicer. The Servicer shall be responsible for and shall pay all costs and expenses (including, without limitation, any such costs and expenses incurred by the Administrative Agent, the Indenture Trustee, the Issuer, each Noteholder, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and each Registered Pledgee in the exercise of their respective rights and remedies or otherwise) which may be incurred with respect to any such Required Modification (subject to Servicer’s right to such reimbursement as set forth in Section 3.02 of the Indenture). Promptly (but in any event within three Business Days) after the Servicer becomes aware of the need for such Required Modification, the Servicer shall notify each of the Administrative Agent, the Indenture Trustee, each Noteholder, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and each Registered Pledgee, which notice shall set forth the time period and estimated costs for the same. (d) The On or prior to the Closing Date, the Servicer will file deliver for filing the UCC financing statements as set forth in Sections 1.01(cFinancing Statements required by Section 2.03(a) and 7.01(c) hereof within of the time frames set forth therein and thereafter will Transfer Agreement(s). Thereafter, the Servicer will, at its own expense, file such additional UCC financing statements Financing Statements and continuation statements and assignments as may be necessary to (i) perfect the ownership and other rights of the Trust in accordance with all Serviced Assets owned by the provisions of any Contract and item of Equipment or otherwise so that Trust from time to time, (ii) perfect the security interest in the collateral granted under the Indenture in favor of the Indenture Trustee in each and (iii) continue the effectiveness of any other security interest contemplated by the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing officesterms of this Agreement. The Transferor Issuer, agrees to execute such UCC financing statements Financing Statements and continuation statements as shall be necessary or appropriate and to deliver copies thereof to the Indenture Trustee within a reasonable period of time. The Issuer shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereunder. (e) In performing its duties hereunder, the Servicer may enter into subservicing agreements with one or more of its Affiliates for the servicing and administration of all or part of the Serviced Assets if the Servicer delivers to the Issuer, the Trust, the Administrative Agent, each Registered Pledgee, each Noteholder, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Indenture Trustee a certificate of a Servicing Officer consenting to the appointment of the subservicer and a copy of the subservicing agreement; provided, however, that no subservicing agreement shall become effective without the prior written consent of the Global Requisite Majority, which consent shall not be unreasonably withheld. Notwithstanding any subservicing agreement, the Servicer shall remain obligated and liable for the servicing and the administration of the Serviced Assets in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer, to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Serviced Assets. The Servicer will maintainappoints Trac Lease, Inc., a Delaware corporation, as a subservicer with respect to the Servicer’s duties relating to all Equipment (and related Contracts and other Serviced Assets) transferred pursuant to a Transfer Agreement, and the Issuer hereby consents (and each Noteholder by purchasing its Note and the Global Requisite Majority, are deemed to have consented), to such appointment. Trac Lease, Inc. hereby accepts such appointment as subservicer, agrees to perform all duties and obligations of the Servicer in connection with such assets, and agrees not to resign as subservicer without the prior written consent of the Global Requisite Majority. The Servicer, at any time, and in its sole discretion, shall have the right to remove Trac Lease, Inc. as subservicer by delivery of written notice to such effect, with copies of such notice to be delivered concurrently to the Indenture Trustee for delivery to each beneficiary of the Indenture Trustee’s security interest. (f) In performing its servicing duties hereunder, the Servicer shall engage in reasonable efforts, consistent with the Servicing Standard, to collect all payments required to be made by the Users under the Contracts, enforce all material rights of the Trust in and to the Equipment, the Contracts and the other Serviced Assets and defend the Equipment against all Persons, claims and demands whatsoever for which the User is not obligated to defend or for which such User has not promptly commenced such proceedings as are necessary or advisable to defend against any such Person, claim or demand. The Servicer shall notify the Issuer, the Trust, the Administrative Agent, each Registered Pledgee, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Indenture Trustee of any claim by a third party as to the Serviced Assets that would reasonably be expected to have a material adverse effect on any Noteholder, any Series of Notes, the Indenture Trustee, the Administrative Agent, any Registered Pledgee, any Interest Rate Hedge Agreement, any Currency Hedge Counterparty or the Serviced Assets. The Servicer shall not assign, sell, pledge or exchange or in any way encumber or otherwise dispose of the Equipment or other Serviced Assets, except as permitted hereunder or in any other Relevant Documents. (g) The Servicer shall maintain insurance (and shall provide evidence of such to the Indenture Trustee and the Administrative Agent, no less frequently than annually, commencing with the January 2008 Payment Date) with respect to its operations and property which is adequate and customary in light of the Servicer’s operations and consistent with the Servicing Standard. The Servicer has obtained, and shall continue to maintain in full force and effect, employee theft insurance of a type and in such amount as is customary for servicers engaged in the business of servicing the contracts, the equipment and related property similar to the Contracts, the Equipment and the other Serviced Assets. (h) To the extent that an equivalent payment has been received from a User under a Contract, the Servicer shall pay or cause to be maintainedpaid all personal property, sales and use taxes on or with respect to the Contracts Equipment, or the acquisition or leasing thereof, as and when such taxes become due. The Servicer shall also cause to be filed in a timely manner any and all returns and reports required in connection with the payment of such taxes. (i) All payments made by a User under a Contract and all payments made by the Servicer or a permitted subservicer under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes. (j) The Servicer, as agent for the Issuer, the Indenture Trustee, the Trustee, each Person that is a beneficiary of the Indenture Trustee’s security interest and the Registered Pledgees, shall use reasonable efforts to sell or re-lease any item of Equipment upon the expiration or early termination of a Contract relating to an item of Equipment on the best terms then available. Any such sale or re-lease of an item of Equipment shall be conducted in accordance with the standards set forth in Section 3.02. In the event that the Servicer receives more than one offer for the sale or re-lease of an item of Equipment, liability insurance the Servicer will in amounts at least its ordinary course of business be required to select the sale or re-lease proposal which, in its reasonable judgment taking into account all relevant facts (including, but not limited to, the Issuer’s, and the Trust’s (as great the case may be) business strategy and the risks inherent in each such sale or re-lease), is most likely to maximize the net present value of the total future proceeds. Any re-lease of an item of Equipment shall be designated as those described such. Upon such designation, the Servicer shall amend the Master List and, if necessary, all applicable financing statements and other filings as appropriate. The Servicer shall have 180 days from the date of any re-lease to cause the User thereunder to execute its related Contract. (k) The Servicer shall (i) subject to Section 3.03(a), promptly demand return of the Equipment under any Defaulted Contract, and (ii) if the Equipment is not returned by the User, thereafter promptly notify the underwriters of any claim under the Physical Damage Equipment Insurance Policy and/or Commercial General Liability Insurance Policy with respect to such Equipment to which it would be entitled. (l) Subject to the terms of the Trust Agreement, the Servicer shall take all action necessary or desirable for each Certificate of Title to show the owner of the related item of Equipment as “Interpool Titling Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon. The obligations of the Servicer under this Section 2.263.01(1) shall survive any partial or complete termination of the Servicer. (m) The Servicer shall identify from time to time all (i) periodic sales and use tax or property (real or personal) tax reports, (ii) licenses, permits, registrations and other governmental items, and periodic renewals thereof and (iii) other governmental filings, registrations or approvals arising with respect to or required of the Trust and/or the Issuer, including such licenses, permits and other filings as are required for the Trust to originate and accept assignments of Serviced Assets and to be identified as the owner of the Equipment. The Servicer shall also identify

Servicer to Act. (a) Notwithstanding The Administrative Agent and the transfers and assignments Purchaser each hereby appoint ACG as the initial Servicer of the Contracts Transferred Receivables, and ACG, in executing this Servicing Agreement, hereby accepts such appointment on the terms and conditions set forth in this Servicing Agreement. Accordingly, ACG shall, as an independent contractor on behalf of the Administrative Agent and the other Contributed Property contemplated hereby, the Servicer, Purchaser and for the benefit of the TransferorAdministrative Agent, andthe Purchaser, upon assignment of the Transferor's rights hereunder Lenders and (with respect to the Issuer each) their respective beneficiaries, successors and assigns, (and the Issuer's assignment thereof to the Trustee for the benefit of the Trustee and the Noteholders)i) manage, will service and administer each Contract the Transferred Receivables in accordance with the terms thereof of the related Contract and of this Agreement. The Servicer shall provide Servicing Agreement and (ii) be responsible for enforcing the Obligors with appropriate invoices Purchaser’s and such other notices as may be required to ensure that all Contract Payments, Prepayment Amounts and Partial Prepayment Amounts on or the Administrative Agent’s rights in respect of each Contract are remitted by the Obligors directly to a Lock-Box AccountTransferred Receivables. (b) The In performing its duties and obligations pursuant to this Servicing Agreement and managing, administering, servicing, enforcing and making Collections on the Transferred Receivables pursuant to this Servicing Agreement, the Servicer shall doperform its duties on a fair and equitable basis, administer the Transferred Receivables on a non-discriminatory basis, exercise that degree of diligence, prudence, skill and care consistent with industry standards and the customary practices of other servicers for servicing comparable trade receivables portfolios without preference to ownership thereof and in any event, in a prudent and commercially reasonable manner that is consistent with Applicable Law and its Credit Policies (the foregoing, the “Servicing Standard”). Subject to the provisions of this Section 2.1, the Servicer (at its expense and consistent with its Credit Policies) shall have full power and authority authority, acting at its sole discretion, to do, subject only to the specific requirements and prohibitions of this Agreement, do any and all things in connection with the servicing management, servicing, administration, enforcement, collection and administration sale or other disposition of the Contracts and the Equipment which are in the same manner in which Transferred Receivables that it services contracts and equipment held for its own account (including, without limitation, servicing and administration of Contracts with respect to which the related Equipment may be substituted deem necessary or upgraded) and consistent with prudent and customary practices of servicers in the industry, but in performing its duties hereunder, the Servicer will act on behalf and for the benefit of the Transferor, the Issuer, the Trustee and the Noteholders, subject at all times to the provisions of the Transaction Documents, without regard to any relationship which the Servicer or any Affiliate of the Servicer may otherwise have with an Obligor. Notwithstanding the prior sentence, the Servicer shall, within ten (10) Business Days after the Closing Date, notify each Obligor to make all payments with respect to its respective Contracts which are due after the Cut-Off Date directly to a Lock-Box Account. The Servicer shall give the Trustee and the Rating Agencies prior written notice of any change in the location of a Lock-Box Account and the Servicer shall give at least ten (10) days' prior written notice of the new location to each Obligor. The Servicer shall at all times act in accordance with the provisions of each Contract, and shall observe and comply with all requirements of law applicable to it. Except as permitted by the terms of any Contract following a default thereunder, the Servicer shall not take any action which would result in the interference with the Obligor's right to quiet enjoyment of the Equipment subject to the Contract during the term thereofdesirable. (c) Without limiting the generality of the foregoing, the Servicer will shall be responsible, among other duties, to (i) invoice each Obligor monitor and post all Collections related to the Transferred Receivables, (ii) respond to inquiries of Obligors, (iii) investigate delinquencies, (iv) account for all Contract Payments collections and furnish weekly, monthly and annual statements to the Purchaser and the Administrative Agent with respect to the Collections related to the Transferred Receivables, together with any other information required to be paid by such Obligor in such manner and provided to them under the same extent as terms of this Servicing Agreement or under the Servicer does with respect to similar contracts held for its own accountterms of any of the other Loan Documents, (iiv) maintain with respect to each Contract and each item of EquipmentContract, and with respect to each payment by each Obligor and compliance by each Obligor with the provisions of each Contract, complete and accurate records in such manner and to the same extent as the Servicer does with respect to similar contracts held for its own account account, (vi) apply for and (iii) execute, deliver and file maintain (or cause the same to be done)applied for and maintained) all licenses, permits, registrations, authorizations and other governmental items necessary for the Purchaser to acquire, hold and manage the Transferred Receivables in each jurisdiction where the ownership of its assets or the nature of its operations would require the Purchaser to maintain such licenses, permits, registrations, authorizations or governmental items and cause to be paid all fees associated with obtaining and maintaining such licenses, (vii) cause to be paid all applicable taxes properly due and owing in connection with the Purchaser’s activities, (viii) negotiate and maintain the insurances required by this Servicing Agreement, (ix) in connection with its performance of the responsibilities and obligations, and exercise of rights, under a Contract, minimize any abatement, reduction, recoupment, setoff, defense or counterclaim by the related Obligor, and (x) maintain the perfected first priority security interest of the Collateral Agent (for the benefit of the Lenders) in the Transferred Receivables. To the extent that the Purchaser fails to pay any amounts referred to in clauses (vi) or (vii) of the preceding sentence, the Servicer is hereby authorized and empowered to execute, deliver, and file on behalf of the Transferor, the Issuer and the Trustee, any and all tax returns with respect to sales, use, personal property and other taxes (other than corporate income and franchise tax returns) and any and all reports or licensing applications required shall pay such amount but shall be entitled to be filed in any jurisdiction with respect to any Contract or any item of Equipment and any and all filings required by Section 4.01(d) belowreimbursed promptly therefore. (d) The Notwithstanding the foregoing general delegation of servicing responsibility to the Servicer, the Servicer will file shall conduct its management, servicing, administration, collection and enforcement activities with respect to the UCC financing statements as set forth in Sections 1.01(c) and 7.01(c) hereof within the time frames set forth therein and thereafter will file such additional UCC financing statements and continuation statements and assignments Transferred Receivables in accordance with the provisions following more specific guidelines: (i) The Servicer, as agent for and on behalf of the Purchaser and the Administrative Agent (for the benefit of the Lenders), shall (except as otherwise directed by the Administrative Agent), with respect to any Transferred Receivable that is a Defaulted Receivable, follow such practices and procedures as are normal and consistent with the Servicer’s Credit Policies related to its own Receivables that are similar to the Transferred Receivables, and, in any event, consistent with the Servicing Standard, including the taking of appropriate actions to enforce the Purchaser’s rights under the Contribution Agreement. The Servicer shall deposit (or shall cause to be deposited) all recoveries in respect of any Contract such Defaulted Receivable in the Concentration Account pursuant to Section 2.2; (ii) The Servicer shall take such reasonable and item lawful actions as the Administrative Agent may in good faith request to enforce the Purchaser’s rights under the Transferred Receivables and, following the occurrence of Equipment an Event of Default, shall take such actions as the Administrative Agent may request to exercise rights for the benefit of the Administrative Agent. The Servicer may s▇▇ to enforce or otherwise so collect upon Transferred Receivables as agent for the Purchaser and the Administrative Agent for the benefit of the Lenders. If the Servicer elects to commence a legal proceeding to enforce a Transferred Receivable, the act of commencement shall be deemed to be an automatic assignment of the Transferred Receivable to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Transferred Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Transferred Receivable, then the Purchaser, the Collateral Agent or the Administrative Agent, as applicable, shall, at the Servicer’s request, take such steps as the Servicer deems necessary and instructs it in writing to take to enforce the Transferred Receivable, including bringing suit in the name of the Purchaser, the Collateral Agent, the Administrative Agent or the Servicer, as applicable, and the Purchaser, the Collateral Agent or the Administrative Agent, as applicable, shall be reimbursed and indemnified by the Servicer for any such action taken; (iii) The Servicer shall maintain the Purchaser’s books and records related to the Transferred Receivables separate and apart from the books and records related to any assets owned by the Servicer in its individual capacity. The Servicer shall clearly indicate that the Transferred Receivables are assets of the Purchaser, and the Servicer shall not commingle the Transferred Receivables with its (or any of its Affiliate’s) assets or files (except as expressly permitted under the terms of the Intercreditor Agreement); and (iv) The Servicer shall make and maintain the effectiveness of all UCC filings and recordings as may be required pursuant to the terms of the Contribution Agreement and the Credit Agreement, including, without limitation, filing all “precautionary” UCC financing statements (to the extent required to be filed pursuant to the terms of the Contribution Agreement or the Credit Agreement), or assignments thereof, necessary to perfect the Purchaser’s ownership interest and the Collateral Agent’s security interest in favor the Transferred Receivables. The Servicer shall, in accordance with its customary servicing procedures and at its own expense, be responsible for taking such steps as are necessary to maintain the perfection and first priority of such security interests. The Collateral Agent hereby authorizes the Servicer to continue and/or re-perfect or to cause the continuation and/or reperfection of its security interest on its behalf as the Collateral Agent for the benefit of the Trustee in each of the Contracts and the related Equipment will be perfected by such filings with the appropriate UCC filing offices. The Transferor agrees to execute such UCC financing statements and continuation statements Lenders, as shall be necessary and shall furnish the Servicer with any powers of attorney or other documents necessary and appropriate to carry out its servicing and administration duties hereundernecessary. (e) The Without the prior written consent of the Administrative Agent and the Required Lenders, the Servicer will maintain, shall not be permitted to delegate any of its duties or cause responsibilities as Servicer to be maintainedany Person other than, with respect to certain Defaulted Receivables, to outside collection agencies or attorneys in accordance with its customary practices. Notwithstanding the foregoing, the Servicer shall be and remain primarily liable to the Purchaser, the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. (f) In performing its servicing duties hereunder, the Servicer shall engage in reasonable efforts, consistent with the Servicing Standard, to collect all payments required to be made by the Obligors under the Contracts and enforce all material rights of the EquipmentPurchaser in and to Transferred Receivables. The Servicer shall notify the Purchaser and the Administrative Agent of any claim of offset by any Obligor as to a Transferred Receivable to the extent that any such claim would have a material adverse effect on the interest of the Purchaser, the Administrative Agent or the Lenders or on the Transferred Receivables. The Servicer shall not assign, sell, pledge or exchange or in any way encumber or otherwise dispose of the Transferred Receivables, except as permitted hereunder or in any other Loan Documents. (g) The Servicer shall maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, employee theft insurance, directors and officers insurance, property insurance and business interruption insurance) in amounts at least such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as great are in accordance with normal industry practice. Each of the Administrative Agent and the Purchaser shall be named as those described an additional insured (in Section 2.26the case of liability insurance) or loss payee or mortgagee, as the respective interests of each may appear (in the case of hazard insurance), with respect to any such insurance providing coverage in respect of any Transferred Receivable, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall lapse, be canceled or be terminated.