Common use of Issuance and Sale of Notes Clause in Contracts

Issuance and Sale of Notes. The Issuer proposes to issue and sell $__________ (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A Asset-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTES"); $_________ (the "CLASS C INITIAL PRINCIPAL AMOUNT") of ____% Class C Asset-Backed Notes (the "CLASS C NOTES"); and $_________ (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D Asset-Backed Notes (the "CLASS D NOTES"; together with the Class A Notes, the Class B Notes and the Class C Notes, the "NOTES"). The Notes will be issued pursuant to an Indenture, dated as of ________________ (the "INDENTURE"), between the Issuer and ___________, a national banking association (the "TRUSTEE"). The Notes are more fully described in the Prospectus Supplement (as defined below), a copy of which the Transferor is furnishing to the Underwriters. The Notes will evidence secured obligations of the Issuer. The assets of the Issuer will include a pool of leases, loans and other contracts and security interests in the related underlying Equipment. The Notes will be sold by the Issuer to the Underwriters listed on SCHEDULE A hereto (the "UNDERWRITERS") in accordance with the terms of this agreement. The terms which follow, when used in this Agreement, shall have the meanings indicated:

Issuance and Sale of Notes. The Issuer proposes to issue and sell has authorized the issuance of $__________ 171,000,000 of 2.044% Class A-1 Lease-Backed Notes, Series 2002-1 (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A Asset-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTESA-1 Notes"); $_________ 46,000,000 of 2.91% Class A-2 Lease-Backed Notes, Series 2002-1 (the "CLASS C INITIAL PRINCIPAL AMOUNTClass A-2 Notes") ); $266,400,000 of ____3.90% Class C AssetA-3 Lease-Backed Notes Notes, Series 2002-1 (the "CLASS C NOTESClass A-3 Notes"); and $_________ 151,400,000 of 4.68% Class A-4 Lease-Backed Notes, Series 2002-1 (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D Asset-Backed Notes (the "CLASS D NOTESA-4 Notes"; together with the Class A A-1 Notes, the Class B Notes A-2 Notes, and the Class C A-3 Notes, the "NOTESNotes"). The Notes will be issued pursuant to an Indenture, dated as of ________________ May 1, 2002 (the "INDENTUREIndenture"), between among the Issuer Issuer, IOS Capital, as Servicer, and ___________, a national banking association BNY Midwest Trust Company (the "TRUSTEETrustee"). The Notes are more fully described in the Final Prospectus Supplement (as defined below), a copy of which the Transferor Issuer is furnishing to the Underwritersyou. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of leasesprimarily office equipment lease contracts, loans including certain payments due thereunder (the "Leases"), and other contracts and security interests the Issuer's interest in the related underlying equipment (the "Equipment"). The Notes will be entitled to the benefits of a financial guaranty insurance policy (the "Policy") issued by Ambac Assurance Corporation ("Ambac") in accordance with the terms of an Insurance and Indemnity Agreement among Ambac, the Issuer, the Seller, IOS Capital and the Trustee (the "Insurance Agreement"). Capitalized terms used and not defined herein shall have the meanings specified in the Indenture. The Notes will be sold by the Issuer to the Underwriters listed in the amounts set forth on SCHEDULE Schedule A hereto (the "UNDERWRITERS") in accordance with the terms of this agreementhereto. The terms which follow, when used in this Underwriting Agreement (this "Agreement"), shall have the meanings indicated:

Issuance and Sale of Notes. The Issuer proposes to issue and sell has authorized the -------------------------- issuance of $__________ 193,532,000 of 6.66125% Class A-1 Lease-Backed Notes, Series 2000-2 (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A Asset-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTESA-1 Notes"); $_________ 70,193,000 of 6.60000% Class A-2 Lease-Backed Notes, Series 2000-2 (the "CLASS C INITIAL PRINCIPAL AMOUNTClass A-2 Notes") ); $290,800,000 of ____% Class C AssetA-3 Lease-Backed Notes Notes, Series 2000-2 (the "CLASS C NOTESClass A-3 Notes"); and $_________ 79,906,000 of Class A-4 Lease-Backed Notes, Series 2000-2 (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D Asset-Backed Notes (the "CLASS D NOTESA-4 Notes"; together with the Class A A-1 Notes, the Class B Notes A-2 Notes, and the Class C A-3 Notes, the "NOTESNotes"). The Notes will be issued pursuant to an Indenture, dated as of ________________ December 1, 2000 (the "INDENTUREIndenture"), between among the Issuer Issuer, IOS Capital, as Servicer, and ___________, a national banking association The Chase Manhattan Bank (the "TRUSTEETrustee"). The Notes are more fully described in the Final Prospectus Supplement (as defined below), a copy of which the Transferor Issuer is furnishing to the Underwritersyou. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of leasesprimarily office equipment lease contracts, loans including certain payments due thereunder (the "Leases"), and other contracts and security interests the Issuer's interest in the related underlying equipment (the "Equipment"). The Notes will be entitled to the benefits of a financial guaranty insurance policy (the "Policy") issued by Ambac Assurance Corporation ("Ambac") in accordance with the terms of an Insurance and Indemnity Agreement among Ambac, the Issuer, the Seller, IOS Capital and the Trustee (the "Insurance Agreement"). Capitalized terms used and not defined herein shall have the meanings specified in the Indenture. The Notes will be sold by the Issuer to the Underwriters listed in the amounts set forth on SCHEDULE Schedule A hereto (the "UNDERWRITERS") in accordance with the terms of this agreementhereto. The terms which follow, when used in this Underwriting Agreement (this "Agreement"), shall have the meanings indicated:

Issuance and Sale of Notes. The Issuer proposes to issue and sell has authorized -------------------------- the issuance of $__________ 304,474,000 of 5.11% Class A-1 Lease-Backed Notes, Series 1999- 1 (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A Asset-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTESA-1 Notes"); $_________ 61,579,000 of 5.60% Class A-2 Lease-Backed Notes, Series 1999-1 (the "CLASS C INITIAL PRINCIPAL AMOUNTClass A-2 Notes") ); $304,127,000 of ____5.99% Class C AssetA-3 Lease- Backed Notes, Series 1999-Backed Notes 1 (the "CLASS C NOTESClass A-3 Notes"); and $_________ 81,462,000 of 6.23% Class A-4 Lease-Backed Notes, Series 1999-1 (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D Asset-Backed Notes (the "CLASS D NOTESA-4 Notes"; together with the Class A A-1 Notes, the Class B A-2 Notes and the Class C A-3 Notes, the "NOTESNotes"). The Notes will be issued pursuant to an Indenture, dated as of ________________ April 1, 1999 (the "INDENTUREIndenture"), between among the Issuer Issuer, IOS Capital, as Servicer, and ___________, a national banking association Xxxxxx Trust and Savings Bank (the "TRUSTEETrustee"). The Notes are more fully described in the Final Prospectus Supplement (as defined below), a copy of which the Transferor Issuer is furnishing to the Underwritersyou. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of leasesprimarily office equipment lease contracts, loans including certain payments due thereunder (the "Leases"), and other contracts and security interests the Issuer's interest in the related underlying equipment (the "Equipment"). The Notes will be entitled to the benefits of a financial guaranty insurance policy issued by Ambac Assurance Corporation ("Ambac") in accordance with the terms of an Insurance and Indemnity Agreement among Ambac, the Issuer, the Seller, IOS Capital and the Trustee (the "Insurance Agreement"). Capitalized terms used and not defined herein shall have the meanings specified in the Indenture. The Notes will be sold by the Issuer to the Underwriters listed in the amounts set forth on SCHEDULE Schedule A hereto (the "UNDERWRITERS") in accordance with the terms of this agreementhereto. The terms which follow, when used in this Underwriting Agreement (this "Agreement"), shall have the meanings indicated:

Issuance and Sale of Notes. The Transferor proposes to cause Issuer proposes to issue and sell $__________ 73,303,000 (the "CLASS A INITIAL PRINCIPAL AMOUNTClass A-1 Initial Principal Amount") of _____5.28% Class A AssetA-1 Lease-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTESA-1 Notes"); $_________ 19,242,000 (the "CLASS C INITIAL PRINCIPAL AMOUNTClass A-2 Initial Principal Amount") of ____5.78% Class C AssetA-2 Lease-Backed Notes (the "CLASS C NOTESClass A-2 Notes"); and $_________ 90,935,000 (the "CLASS D INITIAL PRINCIPAL AMOUNTClass A-3 Initial Principal Amount") of _____5.60% Class D AssetA-3 Lease-Backed Notes (the "CLASS D NOTESClass A-3 Notes"); $18,576,000 (the "Class A-4 Initial Principal Amount") of 5.75% Class A-4 Lease-Backed Notes (the "Class A-4 Notes"); $7,687,000 (the "Class B Initial Principal Amount"; together with the Class A A-1 Initial Principal Amount, the Class A-2 Initial Principal Amount, the Class A-3 Initial Principal Amount and the Class A-4 Initial Principal Amount, the "Initial Principal Amount") of 6.20% Class B Lease-Backed Notes (the "Class B Notes"; together with the Class A-1 Notes, the Class B A-2 Notes, the Class A-3 Notes and the Class C A-4 Notes, the "NOTESNotes") and $6,589,000 of 6.73% Lease-Backed Certificates (the "Certificates"; together with the Notes, the "Securities"). The Notes will be issued pursuant to an Indenture, dated as of ________________ September 1, 1998 (the "INDENTUREIndenture"), between the Issuer and ___________Norwest Bank Minnesota, National Association, a national banking association (the "TRUSTEEIndenture Trustee"). The Notes are more fully described in the Final Prospectus Supplement (as defined below), a copy of which the Transferor is furnishing to the Underwriters. The Notes will evidence secured obligations of the Issuer. The assets of the Issuer will include a pool of leases, loans Leases and other contracts and security certain interests in the related underlying Equipment. The Notes will be sold by the Issuer Transferor to the Underwriters underwriters listed on SCHEDULE Schedule A hereto (the "UNDERWRITERSUnderwriters") in accordance with the terms of this agreement. Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, Transferor will sell the Certificates pursuant to a certificate purchase agreement dated as of the date hereof (the "Certificate Purchase Agreement") among Transferor, ILC and Lehman Brothers Inc. The terms which follow, when used in this usex xx xhis Agreement, shall have the meanings indicated:

Issuance and Sale of Notes. The Issuer proposes to issue and sell has authorized the -------------------------- issuance of $__________ 130,000,000 of 6.99625% Class A-1 Lease-Backed Notes, Series 2000-1 (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A Asset-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTESA-1 Notes"); $_________ 54,000,000 of 7.51% Class A-2 Lease-Backed Notes, Series 2000-1 (the "CLASS C INITIAL PRINCIPAL AMOUNTClass A-2 Notes") ); $230,000,000 of ____% Class C AssetA-3 Lease-Backed Notes Notes, Series 2000-1 (the "CLASS C NOTESClass A-3 Notes"); and $_________ 84,510,000 of Class A-4 Lease-Backed Notes, Series 2000-1 (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D Asset-Backed Notes (the "CLASS D NOTESA-4 Notes"; together with the Class A A-1 Notes, the Class B Notes A-2 Notes, and the Class C A-3 Notes, the "NOTESNotes"). The Notes will be issued pursuant to an Indenture, dated as of ________________ June 1, 2000 (the "INDENTUREIndenture"), between among the Issuer Issuer, IOS Capital, as Servicer, and ___________Bank One, a national banking association N.A. (the "TRUSTEETrustee"). The Notes are more fully described in the Final Prospectus Supplement (as defined below), a copy of which the Transferor Issuer is furnishing to the Underwritersyou. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of leasesprimarily office equipment lease contracts, loans including certain payments due thereunder (the "Leases"), and other contracts and security interests the Issuer's interest in the related underlying equipment (the "Equipment"). The Notes will be entitled to the benefits of a financial guaranty insurance policy (the "Policy") issued by Ambac Assurance Corporation ("Ambac") in accordance with the terms of an Insurance and Indemnity Agreement among Ambac, the Issuer, the Seller, IOS Capital and the Trustee (the "Insurance Agreement"). Capitalized terms used and not defined herein shall have the meanings specified in the Indenture. The Notes will be sold by the Issuer to the Underwriters listed in the amounts set forth on SCHEDULE Schedule A hereto (the "UNDERWRITERS") in accordance with the terms of this agreementhereto. The terms which follow, when used in this Underwriting Agreement (this "Agreement"), shall have the meanings indicated:

Issuance and Sale of Notes. The Issuer proposes to issue and sell has authorized the issuance of $__________ (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A AssetE Lease-Backed Notes Notes, Series 1999-B (the "CLASS A NOTES");$Class E Notes"), $__________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of _____% Class R-1 Lease Residual Backed Notes, Series 1999-B Asset- Backed Notes (the "CLASS B NOTES"); $_________ (the "CLASS C INITIAL PRINCIPAL AMOUNTClass R-1 Notes") of ____% Class C Asset-Backed Notes (the "CLASS C NOTES"); and $__________ (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D AssetR-2 Lease Residual Backed Notes, Series 1999-Backed Notes B (the "CLASS D NOTES"; together Class R-2 Notes;" collectively with the Class A Notes, the Class B Notes and the Class C R-1 Notes, the "NOTESClass R Notes;" and collectively with the Class E Notes, the "Notes"). The Notes will be issued on September __, 1999 or such other date as we shall mutually agree upon (the "Closing Date") pursuant to an Indenture, dated as of ________________ September 1, 1999 (the "INDENTUREIndenture"), between among the Issuer Issuer, Manufacturers and ___________, a national banking association Traders Trust Company (the "TRUSTEETrustee")) and Copelco, as servicer. The Notes are more fully described in the Prospectus Supplement Private Placement Memorandum (as defined below), a copy of which the Transferor Issuer is furnishing to the Underwritersyou. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of leasesbusiness, loans manufacturing and other contracts healthcare equipment lease contracts, including all payments due thereunder (the "Leases") and security certain interests in the related underlying Equipment. The Notes will be sold by the Issuer to the Underwriters listed on SCHEDULE A hereto equipment (the "UNDERWRITERSEquipment"). The Issuer has also authorized the issuance of $___________ aggregate principal amount of the Issuer's _____% Class A-1 Lease-Backed Notes, Series 1999-B (the "Class A-1 Notes"), $___________ aggregate principal amount of the Issuer's _____% Class A-2 Lease-Backed Notes, Series 1999-B (the "Class A-2 Notes"), $___________ aggregate principal amount of the Issuer's _____% Class A-3 Lease-Backed Notes, Series 1999-B (the "Class A-3 Notes"), $___________aggregate principal amount of the Issuer's _____% Class A-4 Lease-Backed Notes, Series 1999-B (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), $__________ of the _____% Class B Lease-Backed Notes, Series 1999-B (the "Class B Notes"), $__________ of the _____% Class C Lease-Backed Notes, Series 1999-B (the "Class C Notes") and $__________ of the _____% Class D Lease-Backed Notes, Series 1999-B. The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are being sold in accordance with the terms of this agreement. The terms which follow, when used a public offering and are not included in this Agreementprivate placement. A copy of the Prospectus dated September __, 1999 (the "Prospectus") relating to such public offering is incorporated by reference in the Private Placement Memorandum (as defined below). Capitalized terms used and not defined herein shall have the meanings indicated:specified in the Indenture.

Issuance and Sale of Notes. The Issuer proposes to issue and sell has authorized the issuance of -------------------------- $__________ 168,000,000 of 3.73375% Class A-1 Lease-Backed Notes, Series 2001-1 (the "CLASS A INITIAL PRINCIPAL AMOUNT") of _____% Class A Asset-Backed Notes (the "CLASS A NOTES");$_________ (the "CLASS B INITIAL PRINCIPAL AMOUNT") of ____% Class B Asset- Backed Notes (the "CLASS B NOTESA-1 Notes"); $_________ 41,000,000 of 4.16% Class A-2 Lease-Backed Notes, Series 2001-1 (the "CLASS C INITIAL PRINCIPAL AMOUNTClass A-2 Notes") ); $260,000,000 of ____% Class C AssetA-3 Lease-Backed Notes Notes, Series 2001-1 (the "CLASS C NOTESClass A-3 Notes"); and $_________ 126,200,000 of Class A-4 Lease-Backed Notes, Series 2001-1 (the "CLASS D INITIAL PRINCIPAL AMOUNT") of _____% Class D Asset-Backed Notes (the "CLASS D NOTESA-4 Notes"; together with the Class A A-1 Notes, the Class B Notes A-2 Notes, and the Class C A-3 Notes, the "NOTESNotes"). The Notes will be issued pursuant to an Indenture, dated as of ________________ June 1, 2001 (the "INDENTUREIndenture"), between among the Issuer Issuer, IOS Capital, as Servicer, and ___________, a national banking association SunTrust Bank (the "TRUSTEETrustee"). The Notes are more fully described in the Final Prospectus Supplement (as defined below), a copy of which the Transferor Issuer is furnishing to the Underwritersyou. The Notes will evidence secured debt obligations of the Issuer. The assets of the Issuer will include a pool of leasesprimarily office equipment lease contracts, loans including certain payments due thereunder (the "Leases"), and other contracts and security interests the Issuer's interest in the related underlying equipment (the "Equipment"). The Notes will be entitled to the benefits of a financial guaranty insurance policy (the "Policy") issued by Ambac Assurance Corporation ("Ambac") in accordance with the terms of an Insurance and Indemnity Agreement among Ambac, the Issuer, the Seller, IOS Capital and the Trustee (the "Insurance Agreement"). Capitalized terms used and not defined herein shall have the meanings specified in the Indenture. The Notes will be sold by the Issuer to the Underwriters listed in the amounts set forth on SCHEDULE Schedule A hereto (the "UNDERWRITERS") in accordance with the terms of this agreementhereto. The terms which follow, when used in this Underwriting Agreement (this "Agreement"), shall have the meanings indicated: