<PAGE>
Ambac
Certificate Guaranty Insurance Policy
Ambac Assurance Corporation
c/o CT Corporation Systems
44 East Mifflin Street, Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza, New York, New York 10004
Telephone: (212) 668-0340
Insured Obligations: $634,431,000 Policy Number: AB0409BE
Ikon Receivables, LLC Lease-Backed
Notes, Series 2000-2, Consisting of $193,532,000 Class
A-1 Notes, 70,193,000 Class A-2 Notes, 290,800,000
Class A-3 Notes and 79,906,000 Class A-4 Notes
Premium: Calculated as set forth in the endorsement
attached hereto and made a part hereof.
Ambac Assurance Corporation (Ambac) A Wisconsin Stock Insurance Company in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
Ambac will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interests shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to Ambac transferring to Ambac
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. Ambac shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and therefore recovered from its Holder pursuant
to the United States Bankruptcy Code in accordance with a final, nonappealable
order of a court of competent jurisdiction, such Holder will be entitled to
payment from Ambac to the extent of such recovery if sufficient funds are not
otherwise available.
This Policy is noncancelable by Ambac for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, Ambac hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to Ambac, to avoid payment of its obligatinos
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, Ambac has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon Ambac by viretue
of the countersignature of its duly authorized representative.
/s/ P. Lassiter /s/ Anne G. Gill
President Secretary
Effective Date: June 2, 2000 /s/ Barry Schofield
Authorized Representative
<PAGE>
FINANCIAL GUARANTY INSURANCE POLICY
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
(212) 668-0340
Policy No. SF0394BE Effective Date: December 7, 2000
Ambac Assurance Corporation ("Ambac"), in consideration of the payment of the
premium and subject to the terms of this Policy, hereby unconditionally and
irrevocably guarantees the full and complete payment of Insured Amounts which
are Due for Payment by or on behalf of IKON Receivables, LLC (the "Swap
Counterparty") to the Beneficiary (as hereinafter defined) under the ISDA Master
Agreement, Schedule and Confirmation each dated as of December 7, 2000 (together
the "Swap Agreement"), by and between the Swap Counterparty and Lehman Brothers
Special Financing Inc. (the "Beneficiary") following the delivery to Ambac of a
Demand for Payment in the form attached hereto as Attachment 1 (the "Demand for
Payment"). This Policy has been issued pursuant to the terms of Part 4,
Paragraph (f) of the Schedule to the Swap Agreement as security for the
performance by the Swap Counterparty of its obligations under the Swap
Agreement.
1. As used herein, the term "Insured Amounts" means any payments due by the Swap
Counterparty to the Beneficiary pursuant to the terms of the Swap Agreement; the
term "Due for Payment" means that an Insured Amount is required to be paid by
the Swap Counterparty pursuant to the terms of the Swap Agreement; the term
"Date Due For Payment" shall mean the date on which any Insured Amount is Due
For Payment; and the term "Business Day" means any day other than a Saturday or
a Sunday or other day on which banking institutions in The City of New York are
authorized or required by law to be closed. All other capitalized terms used
herein but not otherwise defined herein shall have the meanings given such terms
in the Swap Agreement.
2. On the later of (i) the day that is three (3) Business Days after receipt by
Ambac of a Demand for Payment, duly executed by the Beneficiary and (ii) the
Date Due for Payment, Ambac will make a deposit of funds in an account as
directed in such notice sufficient for the payment to the Beneficiary of such
Insured Amount which is then Due for Payment. Ambac shall, to the extent that it
makes any payments hereunder, become subrogated to the rights of the Beneficiary
under the Swap Agreement, and to evidence such subrogation the Beneficiary shall
execute such assignments or documents of transfer with respect to the
Beneficiary's rights under the Swap Agreement as may be reasonably requested by
Ambac.
3. Demand for Payment hereunder may be made by telecopy or prepaid telex or
telegram of the executed Demand for Payment to the attention of the General
Counsel of Ambac. If a Demand for Payment made hereunder does not, in any
instance, conform to the terms and conditions of this Policy, Ambac shall give
notice to the Beneficiary, as promptly as reasonably practicable, that such
Demand for Payment was not effected in accordance with the terms and conditions
of this Policy and briefly stating the reason(s) therefor. Upon being notified
that such Demand for Payment was not effected in accordance with this Policy,
the Beneficiary may promptly attempt to correct any such nonconforming Demand
for Payment.
4. Any service of process on Ambac may be made to Ambac or the office of the
General Counsel of Ambac and such service of process shall be valid and binding
as to Ambac. The office of General Counsel will act as agent for the acceptance
of service of process and its offices are located at One State Street Plaza, New
York, New York 10004.
<PAGE>
5. This Policy is noncancelable for any reason. This Policy and the obligations
of Ambac hereunder shall terminate on the earlier of the Termination Date under
the Swap Agreement, or the date on which all amounts due under the Swap
Agreement have been fully and finally paid by the Swap Counterparty or by Ambac
pursuant to the terms of this Policy.
6. Notwithstanding the provisions of paragraph 5 hereof, if the payment of any
amount in respect of the Swap Agreement is voided or avoided (an "Avoidance
Event") under any applicable Insolvency Proceedings, and, as a result of such
Avoidance Event, the Beneficiary is required to return such voided payment, or
any portion of such voided or avoided payment (an "Avoided Payment"), Ambac will
pay the amount of the Avoided Payment out of the funds of Ambac when due to be
paid pursuant to the Order referred to below, but in any event no earlier than
the third Business Day following receipt by Ambac of (i) a certified copy of a
final, non-appealable order of a court or other body exercising jurisdiction in
such Insolvency Proceeding to the effect that the Beneficiary is required to
return such Avoided Payment because such payments were avoided as a preferential
transfer or otherwise rescinded or required to be restored by the Beneficiary
(the "Order"), (ii) a certificate by or on behalf of the Beneficiary that the
Order has been entered and is not subject to any stay, (iii) an assignment, in
form and substance satisfactory to Ambac, duly executed and delivered by the
Beneficiary, irrevocably assigning to Ambac all rights and claims of the
Beneficiary relating to or arising under the Swap Agreement against the estate
of the Swap Counterparty or otherwise with respect to such Avoided Payment and
(iv) a Demand for Payment appropriately completed and executed by the
Beneficiary. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Beneficiary directly, unless the Beneficiary has made a payment of the Avoided
Amount to the court or such receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order, in which case Ambac will pay the
Beneficiary, subject to the delivery of (a) the items referred to in clauses
(i), (ii), (iii) and (iv) above to Ambac and (b) evidence satisfactory to Ambac
that payment has been made to such court or receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order. "Insolvency
Proceeding" means the commencement, after the date hereof, of any bankruptcy,
insolvency, readjustment or debt, reorganization, marshaling of assets and
liabilities or similar proceedings by or against the Swap Counterparty, or the
commencement, after the date hereof, of any proceedings by or against the Swap
Counterparty for the winding up or the liquidation of its affairs, or the
consent after the date hereof to the appointment of a trustee, conservator,
receiver or liquidator in any bankruptcy, insolvency, readjustment of debt,
reorganization, marshaling of assets and liabilities or similar proceedings
relating to the Swap Counterparty as debtor.
7. The premium on this Policy is not refundable for any reason, including
without limitation early termination of the Swap Agreement. In the event of a
payment default by or insolvency of the Swap Counterparty, there shall be no
acceleration of any payment required to be made under this Policy unless such
acceleration is at the sole option of Ambac; provided the foregoing shall not
diminish the obligation of Ambac under this Policy to pay the Insured Amounts as
otherwise required hereunder.
8. This Policy may be assigned and transferred by the Beneficiary only to a
substitute swap counterparty consented to by Ambac in accordance with the Swap
Agreement.
9. This Policy shall be governed by and construed in accordance with the laws of
the State of New York, including General Obligations Law Section 5-1401 but
otherwise without reference to the laws of such state concerning conflicts of
laws, and any suit hereunder in connection with any amount due hereunder may be
brought only by the Beneficiary and only within the time limit prescribed by any
applicable statute of limitations. The insurance provided by this Policy is not
covered by the New York Property/Casualty Insurance Security Fund (New York
Insurance Code, Article 76).
3
<PAGE>
10. ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR
OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING
ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE
ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED
FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.
4
<PAGE>
IN WITNESS WHEREOF, Ambac has caused this Policy to be executed and
attested on its behalf this 7th day of December, 2000.
Ambac Assurance Corporation
Attest: /s/ Nora Dahlman By: /s/ Barry Schofield
---------------- -------------------
Assistant Secretary Vice President
5
<PAGE>
Attachment 1
Financial Guaranty Insurance Policy No. SF0394BE
DEMAND FOR PAYMENT
{Date}
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Financial Guaranty Insurance Policy No. SF0394BE (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms which are
capitalized herein and not otherwise defined have the meanings specified in the
Policy unless the context otherwise requires.
[[name of the Beneficiary]] hereby certifies that:
(a) [[name of the Beneficiary]] is the Beneficiary of the Policy.
(b) Pursuant to the terms of the Swap Agreement, payment by the Swap
Counterparty to the Beneficiary is due on ______, ______, in an amount equal to
$________ (the "Amount Due") in respect of [Party A Fixed Amounts].
(c) $__________ has been paid (or provision for such payment has been made)
to the Beneficiary by the Swap Counterparty under the Swap Agreement, which
amount is $________ less than the Amount Due (the "Deficiency").
(d) The Beneficiary has not heretofore made demand under the Policy for the
Amount Due or any portion thereof.
6
<PAGE>
The Beneficiary hereby requests that payment of the Deficiency be made by
Ambac under the Policy and directs that payment under the Policy be made to the
following account by bank wire transfer of federal or other immediately
available funds in accordance with the terms of the Policy:
________________________________ [Account]
[[Name of the Beneficiary]]
By:__________________________
Its__________________________
7
