TL LEASE FUNDING CORP IV, 424B5, 1996-11-19

TL LEASE FUNDING CORP IV
424B5, 1996-11-19
ASSET-BACKED SECURITIES

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<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 33-95108

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION AND AMENDMENT. OFFERS TO
BUY THESE SECURITIES MAY NOT BE ACCEPTED WITHOUT THE DELIVERY OF A FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED NOVEMBER 14, 1996
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS (AS DEFINED BELOW) DATED NOVEMBER 14, 1996)

TLFC IV EQUIPMENT LEASE TRUST 1996-1
$127,634,895* Class A % Lease Backed Notes
TL LEASE FUNDING CORP. IV, Seller,
TRANS LEASING INTERNATIONAL, INC., Servicer

The TLFC IV Equipment Lease Trust 1996-1 (the "Trust" or the "Issuer")
will be formed pursuant to an Owner Trust Agreement, to be dated as of
, 1996 (the "Closing Date"), between TL Lease Funding Corp. IV (the "Seller")
and Bankers Trust (Delaware), as Owner Trustee (the "Owner Trustee"), and will
issue $127,634,895* aggregate principal amount of Class A % Lease Backed
Notes (the "Class A Notes"). The Class A Notes will be issued pursuant to an
Indenture, to be dated as of the Closing Date (the "Indenture"), between the
Trust and Manufacturers and Traders Trust Company, as Indenture Trustee (the
"Indenture Trustee"). The Trust will also issue $13,514,283* aggregate
principal amount of Class B % Lease Backed Notes (the "Class B Notes" and,
together with the Class A Notes, the "Notes"). The Class B Notes are
subordinated to the Class A Notes as described herein and are not being offered
and sold hereunder. The assets of the Trust (the "Trust Fund") will include
leases which cover a variety of new and used "small-ticket" medical and office
equipment and automobiles and light-duty trucks or interests therein (the
"Leases"), collections thereunder due after October 31, 1996 (the "Cut-Off
Date"), interests in the underlying equipment (the "Equipment" and, together
with the Leases, the "Receivables"), the lease files with respect to the Leases
and certain physical damage insurance policies with respect to the Equipment,
together with the proceeds thereof. As of the Cut-Off Date, the Discounted
Lease Balance (as herein defined) of all Leases with respect to automobiles and
light-duty trucks was approximately 5.1% of the Aggregate Discounted Lease
Balance (as defined herein) calculated at an assumed Discount Rate (as defined
herein) of 7.15%. (cover continued on next page)

---------------

THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF THE SELLER, THE SERVICER, THE ORIGINATOR OR ANY
OF THEIR RESPECTIVE AFFILIATES OTHER THAN THE ISSUER. THE NOTES ARE SECURED BY
THE ASSETS OF THE TRUST FUND, AND THE SOLE SOURCE OF PAYMENT WITH RESPECT TO
THE NOTES IS THE ASSETS OF THE TRUST FUND. NEITHER THE NOTES NOR THE
UNDERLYING RECEIVABLES ARE GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY THE SELLER, THE SERVICER, THE ORIGINATOR, THE TRUSTEES OR
ANY OF THEIR RESPECTIVE AFFILIATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

---------------

PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER "RISK
FACTORS" ON PAGE S-10 HEREIN AND ON PAGE 14 IN THE PROSPECTUS.

---------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT(2) SELLER (1)(3)
Per Class A Note % % %
- ---------------- ---------- ------------ -------------
<S> <C> <C> <C>
Total $ $ $
========== ============ =============
</TABLE>

(1) Plus accrued interest, if any, on the Class A Notes, from
November 20, 1996.
(2) The Seller has also agreed to pay First Union Capital Markets Corp. a
structuring fee. See "Underwriting" herein.
(3) Before deduction of expenses estimated to be $376,000.

The Class A Notes are offered by the Underwriter, subject to prior sale,
when, as and if issued to and accepted by the Underwriter and subject to the
approval of certain legal matters by counsel for the Underwriter. It is
expected that delivery of the Class A Notes will be made only in book-entry
form through the Same Day Funds Settlement System of The Depository Trust
Company on or about , 1996.

----------------

First Union Capital Markets Corp.

The date of this Prospectus Supplement is , 1996

*Based on an assumed Discount Rate of 7.15% per annum.
<PAGE> 2

The Leases, the Equipment and related assets will have been acquired by the
Seller from Trans Leasing International, Inc. on or prior to the Closing Date.
The Notes will be secured by the Trust Fund pursuant to the Indenture. The
beneficial interest in the Trust will be represented by a certificate or
certificates (the "Trust Certificate"), which will initially be issued to the
Seller in partial consideration for the Leases, the Equipment and related assets
transferred to the Trust by the Seller under the Pooling and Servicing Agreement
(as defined herein).

Interest on the Notes will be payable monthly on or about the 20th day of
each month commencing on December 20, 1996 (each, a "Payment Date"). The
interest rate for the Class A Notes will be % per annum. The interest rate
for the Class B Notes will be % per annum. Principal of the Notes will be
payable on each Payment Date to the extent described herein. Payments on the
Class B Notes will be subordinated to payments on the Class A Notes to the
extent described herein.

The Stated Final Maturity Date for both the Class A Notes and the Class B
Notes will be the November 2002 Payment Date, which is the Payment Date for the
month that is twelve months after the month in which the last scheduled payment
on a Lease is due as of the Closing Date. As a result of payments on Defaulted
Leases, prepayments and other events as described herein, the actual payment in
full of the Class A Notes could occur sooner. See "Risk Factors -- Timing of
Payments" herein and "Risk Factors -- Maturity and Prepayment Considerations"
in the Prospectus.

The Notes may be subject to redemption in whole, but not in part, on any
Payment Date if the Servicer exercises its option to purchase the Leases, the
Equipment and other assets of the Trust (other than the Trust Accounts) when
the aggregate outstanding principal balance of the Notes is reduced to less
than 10% of the initial aggregate principal balance of the Notes.

The Issuer will be a newly formed limited-purpose Delaware business trust
and will generally be prohibited from incurring any indebtedness other than the
Notes. The Trust Fund will include the Leases, the Equipment, the Collection
Account and the Note Distribution Account (as each is defined below).
______________________

THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE
OFFERING OF THE CLASS A NOTES. ADDITIONAL INFORMATION IS CONTAINED IN THE
PROSPECTUS AND PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE CLASS A NOTES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS.
______________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE CLASS A NOTES
AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
______________________

REPORTS TO SECURITYHOLDERS

Unless and until Class A Definitive Notes (as defined herein) are issued,
periodic and annual unaudited reports containing information concerning the
Receivables and the Notes will be prepared by the Servicer (as defined herein)
and sent on behalf of the Trust to Cede & Co. ("Cede"), as nominee of The
Depository Trust Company ("DTC") and registered holder of the Class A Notes.
See "Description of the Securities--Book-Entry Registration" and "Reports to
Securityholders" in the prospectus to which this Prospectus Supplement relates
(the "Prospectus"). Such reports will not constitute financial statements
prepared in accordance with generally accepted accounting principles. The
Trust will file with the Securities and Exchange Commission (the "Commission")
such periodic reports as are required under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder. Copies of such periodic reports may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

S-2
<PAGE> 3

CLASS A NOTES SUMMARY

The following table summarizes certain of the terms of the Class A Notes
offered hereby and is qualified in its entirety by reference to the detailed
information contained elsewhere in this Prospectus Supplement and the
Prospectus. Certain capitalized terms used herein are defined elsewhere in
this Prospectus Supplement on the pages indicated in the "Index of Terms" or in
the section entitled "Glossary." Certain capitalized terms used herein but not
otherwise defined herein have the meanings assigned to such terms in the
Prospectus. For purposes of this Prospectus Supplement, the Initial Class A
Principal Balance, the Initial Class B Principal Balance, the Aggregate
Discounted Lease Balance and other numbers based on the Discount Rate were
calculated using an assumed Discount Rate of 7.15% per annum. The actual
Discount Rate will equal the sum of the Servicing Fee Rate of 1.0% per annum
and the weighted average as of the Closing Date of the Class A Interest Rate
and the Class B Interest Rate.

Initial Class A Principal
Balance ..................... $127,634,895

Ratings
Moody's .................... Aaa
Standard & Poor's .......... AAA

Class A Interest Rate ........ %

Weighted Average Life ........ 18.7 months*

Expected Final Payment Date .. September 2000 Payment Date*

Stated Final Maturity Date ... November 2002 Payment Date

Credit Enhancement ........... The Initial Class A Principal Balance is 85% of
the Aggregate Discounted Lease Balance as of
the Cut-Off Date and the Initial Class B
Principal Balance is $13,514,283 or 9% of the
Aggregate Discounted Lease Balance as of the
Cut-Off Date. The Class B Notes are
subordinated to the Class A Notes as described
in "Description of the Trust Agreements --
Payments." In addition, as of the Cut-Off
Date, the aggregate Discounted Equipment
Residual Value of Equipment included in the
Trust Fund, which is not included in the
calculation of Aggregate Discounted Lease
Balance, is equal to $9,233,083 or 6.1% of the
amount of the Aggregate Discounted Lease
Balance.

- ------------------

* Assumes all scheduled payments are made when due. See "Risk Factors --
Timing of Payments" and "Description of the Notes -- Prepayments."

S-3
<PAGE> 4

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere herein and in the Prospectus. Certain
capitalized terms used herein are defined elsewhere in this Prospectus
Supplement on the pages indicated in the "Index of Terms" or in the section
entitled "Glossary." Certain capitalized terms used herein but not otherwise
defined herein have the meanings assigned to such terms in the Prospectus. For
purposes of this Prospectus Supplement, the Initial Class A Principal Balance,
the Initial Class B Principal Balance, the Aggregate Discounted Lease Balance
and other numbers based on the Discount Rate were calculated using an assumed
Discount Rate of 7.15% per annum. The actual Discount Rate will equal the sum
of the Servicing Fee Rate of 1.0% per annum and the weighted average as of the
Closing Date of the Class A Interest Rate and the Class B Interest Rate.

Issuer ............. TLFC IV Equipment Lease Trust 1996-1, a business trust to
be organized under the laws of the state of Delaware (the
"Trust" or the "Issuer"). The principal executive offices
of the Trust are in Wilmington, Delaware, in care of the
Owner Trustee, at the address of the Owner Trustee
specified below. The activities of the Trust will be
limited by the terms of the Owner Trust Agreement to
purchasing, owning and managing the Receivables and making
payments on the Notes and the Trust Certificate and other
activities related thereto. The beneficial interest in the
Trust will be represented by the Trust Certificate, which
will initially be issued to the Seller in partial
consideration for the Leases, the Equipment and related
assets transferred to the Trust by the Seller under the
Pooling and Servicing Agreement.

Seller ............. TL Lease Funding Corp. IV (the "Seller"), a Delaware
corporation and wholly-owned subsidiary of Trans Leasing
International, Inc., a Delaware corporation ("Trans
Leasing").

Servicer ........... Trans Leasing (in its capacity as servicer, the
"Servicer").

Originator ......... Trans Leasing (in its capacity as originator of the
Leases, the "Originator").

Indenture Trustee .. Manufacturers and Traders Trust Company, a New York
banking corporation, as indenture trustee under the
Indenture (the "Indenture Trustee"). The principal
executive offices of the Indenture Trustee are located at
One M&T Plaza, Buffalo, New York 14203, and its telephone
number is (716) 842-5115.

Owner Trustee ...... Bankers Trust (Delaware), a Delaware banking corporation,
as owner trustee under the Owner Trust Agreement (the
"Owner Trustee"). The principal executive offices of the
Owner Trustee are located at 1001 Jefferson Street, Suite
550, Wilmington, Delaware 19801, and its telephone number
is (302) 576-3300.

Cut-Off Date ....... October 31, 1996.

Closing Date ....... , 1996.

The Notes .......... Class A % Lease Backed Notes (the "Class A Notes")
in the aggregate initial principal amount of $127,634,895
(the "Initial Class A Principal Balance"). The Trust will
also issue Class B % Lease Backed Notes (the "Class B
Notes" and, together with the Class A

S-4
<PAGE> 5

Notes, the "Notes") in the aggregate initial
principal amount of $13,514,283 (the "Initial Class
B Principal Balance"). The Initial Class A
Principal Balance is equal to 85% of the Aggregate
Discounted Lease Balance as of the Cut-Off Date, and
the Initial Class B Principal Balance is equal to 9%
of the Aggregate Discounted Lease Balance as of the
Cut-Off Date. The Class B Notes are not being
offered or sold hereunder.

The Class A Notes will be available for purchase in
denominations of $1,000 and, to the extent
practicable, integral multiples thereof in
book-entry form only. The holders of Class A Notes
will not be entitled to receive a Definitive Class A
Note except in the event that Definitive Class A
Notes are issued in the limited circumstances
described in the Prospectus. See "Description of
the Securities -- Definitive Securities" in the
Prospectus. The Notes will be issued pursuant to an
Indenture to be dated as of the Closing Date (the
"Indenture") between the Issuer and the Indenture
Trustee.

Class A Interest Rate .. % per annum.

Class B Interest Rate .. % per annum.

Class A Weighted
Average Life .......... 18.7 months, assuming all scheduled payments are
made when due. See "Risk Factors -- Timing of
Payments" and "Description of the Notes --
Prepayments."

Trust Fund ............. The Trust Fund will include (i) the Leases, (ii) all
monies due or to become due thereunder after the
Cut-Off Date or, with respect to a Substitute Lease,
the applicable Substitution Cut-Off Date, (iii) the
related Equipment (or a security interest therein),
(iv) such amounts as from time to time may be held
in one or more Trust Accounts established and
maintained by the Servicer pursuant to the Pooling
and Servicing Agreement, (v) the rights to proceeds
from claims on physical damage insurance policies,
if any, covering Equipment, (vi) the rights of the
Seller under the Contribution and Sale Agreement
other than certain rights of indemnification from
the Originator to the Seller and rights of the
Seller to purchase additional Receivables from the
Originator from time to time and (vii) proceeds of
all of the foregoing.

Leases ................. The Leases cover a variety of new and used
"small-ticket" medical and office equipment and
automobiles and light duty trucks. As of the
Cut-Off Date, the Discounted Lease Balance of all
Leases with respect to Leased Vehicles was
approximately 5.1% of the Aggregate Discounted Lease
Balance and there were 394 Leases for Leased
Vehicles. For further information regarding the
Leases, see "The Receivables -- The Leases" in the
Prospectus.

S-5
<PAGE> 6

herein and "Description of the Trust Agreements --
Representations and Warranties" in the Prospectus.
The Leases contained in the Trust Fund include all
of the leases acquired by the Seller under the
Contribution and Sale Agreement prior to the Closing
Date that satisfied the above-mentioned criteria as
of the Cut-Off Date.

As of the Cut-Off Date, the Aggregate Discounted
Lease Balance was $150,158,700, the Aggregate
Discounted Lease and Residual Balance was
$159,391,783, the weighted average remaining term to
maturity for the Leases was approximately 38.4
months, the final scheduled payment date of the
Lease with the latest expiration was October 30,
2001 and the average Discounted Lease Balance of all
Leases was approximately $9,915.

Terms of the Notes:

A. Interest Payments . . Interest on the Notes will be payable monthly on the
20th day of each month or, if any such date is not a
Business Day, on the next succeeding Business Day,
commencing December 20, 1996 (each, a "Payment
Date"), to the holders of record of the Class A
Notes (the "Class A Noteholders") and the holders of
record of the Class B Notes (the "Class B
Noteholders," and together with the Class A
Noteholders, the "Noteholders"), in each case as of
the last day of the calendar month preceding the
month in which such Payment Date occurs (the "Record
Date").

On each Payment Date, interest on the Class A Notes
will be due in an amount equal to one-twelfth of the
Class A Interest Rate multiplied by the outstanding
principal balance of the Class A Notes as of the
close of business on the last Business Day of the
calendar month preceding the month in which such
Payment Date occurs (the "Determination Date"), plus
any interest owing on the Class A Notes in respect
of prior Payment Dates.

On each Payment Date, interest on the Class B Notes
will be due in an amount equal to one-twelfth of the
Class B Interest Rate multiplied by the outstanding
principal balance of the Class B Notes on the
related Determination Date, plus any interest owing
on the Class B Notes in respect of prior Payment
Dates.

B. Principal Payments . . Principal of the Class A Notes and the Class B Notes
will be payable on each Payment Date in an amount
equal to the Class A Principal Payment Amount and
Class B Principal Payment Amount, respectively, for
such Payment Date to the extent of the Available
Amount remaining after the payment to the Servicer
of any Unreimbursed Servicer Advances and the
Servicing Fee for such Payment Date (and any unpaid
Servicing Fees for prior Payment Dates) and the
payment of interest in respect of the Notes as
described above. Payment on the Class B Notes will
be subordinated to payments on the Class A Notes
such that in the event that a Subordination
Shortfall or a Restricting Event occurs and is
continuing, amounts otherwise to be paid as
principal on the Class B Notes will be paid as
principal on the Class A Notes. In such an event,
holders of Class A Notes will receive principal
payments in excess of the Class A Principal Payment
Amount for a Payment Date. See "Description of the
Trust Agreements -- Payments" herein. See also
"Risk Factors -- Timing of Payments" herein.

S-6
<PAGE> 7

Failure to pay in full the outstanding principal
amount of the Class A Notes or the outstanding
principal amount of the Class B Notes on or prior to
the November 2002 Payment Date (the "Stated Final
Maturity Date") will result in an Event of Default
under the Indenture.

See "Description of the Trust Agreements --
Payments" herein for a more detailed description of
payments to be made in respect of the Notes.

C. Optional Redemption . . The Notes may be redeemed in whole, but not in part,
on any Payment Date if the Servicer exercises its
option to purchase the Receivables and other assets
of the Trust (other than the Trust Accounts) when
the aggregate principal balance of the Notes is less
than 10% of the initial aggregate principal balance
of the Notes. The redemption price (the "Redemption
Price") to be paid to the Noteholders will be equal
to the unpaid principal amount of the Notes plus
accrued and unpaid interest thereon through the date
of redemption. See "Description of the Notes --
Optional Redemption" herein.

The Trust Certificate . . . The Trust Certificate represents the beneficial
interest in the Trust and will be issued pursuant to
the Owner Trust Agreement. The Trust will initially
transfer the Trust Certificate to the Seller as
partial consideration for the Leases, the Equipment
and related assets under the Pooling and Servicing
Agreement. The Seller will transfer a 1% interest
in the Trust Certificate to the Originator as
partial consideration for the Leases, the Equipment
and the related assets under the Contribution and
Sale Agreement. Payments with respect to the Trust
Certificate will be made only to the extent funds
are available, as described herein.

Servicing Matters . . . . . The Servicer will be entitled to receive on each
Payment Date, payable out of the Available Amount, a
monthly fee (the "Servicing Fee") equal to the
product of (i) one-twelfth, (ii) 1.0% (the
"Servicing Fee Rate") and (iii) the Aggregate
Discounted Lease Balance as of the related
Determination Date. The Servicer will also be
entitled to receive late payment fees and certain
other fees and other amounts paid by the Lessees as
compensation for acting as Servicer.

For each Collection Period, if the Servicer
determines that any Scheduled Lease Payment (or
portion thereof) which was due and payable pursuant
to a Lease during such Collection Period was not
received prior to the end of such Collection Period,
the Servicer shall make an advance (a "Servicer
Advance") in an amount up to the amount of such
delinquent Scheduled Lease Payment (or portion
thereof), to the extent that in its sole discretion
it determines that it can recoup such amount from
subsequent collections under the related Lease. The
Servicer will be entitled to be reimbursed for
Servicer Advances as described herein. See
"Description of the Trust Agreements -- Payments"
herein.

Substitution of Leases
and Equipment . . . . . . . Subject to certain limitations set forth herein, the
Seller shall have the right (but not the obligation)
to substitute a comparable lease for any Lease that
defaults, terminates prior to its scheduled
termination date or becomes subject to repurchase by
the Originator or the Seller as a

S-7
<PAGE> 8

result of a breach of the representations or
warranties made by the Originator or the Seller, as
applicable, with respect to such Lease. In addition,
subject to certain limitations described herein, the
Seller shall have the right to substitute Equipment
under any Lease for comparable Equipment. See
"Description of the Trust Agreements --
Substitution" herein and "Description of the Trust
Agreements -- Substitution" in the Prospectus.

Credit Enhancement ........ The Initial Class A Principal Balance is 85% of the
Aggregate Discounted Lease Balance as of the Cut-Off
Date and the Initial Class B Principal Balance is
equal to $13,514,283 or 9% of the Aggregate
Discounted Balance as of the Cut-Off Date. The
Class B Notes are subordinated to the Class A Notes
such that no interest on the Class B Notes is to be
paid unless all interest then due on the Class A
Notes has been paid in full and no principal is to
be paid on the Class B unless all principal and
interest then due on the Class A Notes have been
paid in full, and, in the event a Subordination
Shortfall or a Restricting Event occurs and is
continuing, amounts otherwise to be paid as
principal on the Class B Notes will be paid as
principal on the Class A Notes. See "Description of
the Trust Agreements -- Payments" herein. The Class
B Notes are not being offered or sold hereunder. In
addition, as of the Cut-Off Date, the aggregate
Discounted Equipment Residual Value of the Equipment
included in the Trust Fund, which is not included in
the calculation of Aggregate Discounted Lease
Balance, is equal to $9,233,083 or 6.1% of the
amount of the Aggregate Discounted Lease Balance.
See "Risk Factors -- Limits on Recoveries; Equipment
Obsolescence" and "Risk Factors -- Limitations on
Residual Values" in the Prospectus.

Certain Legal Aspects
of the Leases
and the Equipment ........ The Issuer will be required to take such action as
is required to perfect the Indenture Trustee's
security interest in the Leases and the related
Equipment as of the Closing Date, or with respect to
the Equipment, within five Business Days from the
date thereof; provided, however, that because of the
administrative burden and expense that would be
entailed in recording or filing financing statements
in every state where Equipment is located and in
retitling each of the Leased Vehicles in the name of
the Seller, the Trust, the Owner Trustee or the
Indenture Trustee, financing statements will be
recorded or filed only in a limited number of states
where the Equipment is located (the "Filing
Locations"), and the automobiles and light duty
trucks included in the Trust Fund (the "Leased
Vehicles") will not be retitled in the name of the
Seller, the Trust, the Owner Trustee or the
Indenture Trustee. The Filing Locations will be the
States of Arizona, California, Delaware, Florida,
Georgia, Illinois, Maryland, Michigan, New Jersey,
New York, North Carolina, Ohio, Pennsylvania, Texas
and Virginia. The Discounted Lease Balance as of
the Cut-Off Date of the Leases located in the Filing
Locations (based on billing addresses of the related
Lessees) constituted approximately 75.1% of the
Aggregate Discounted Lease Balance as of the Cut-Off
Date. See "Risk Factors -- Interest in the
Equipment" and "Certain Legal Aspects of the
Receivables -- The Trustee's Interest in the Leased
Vehicles" in the Prospectus for a discussion of the
risks associated with not recording or filing
financing statements in all states where the
Equipment is located and not retitling the Leased
Vehicles.

S-8
<PAGE> 9

Tax Status ................ In the opinion of Kirkland & Ellis, tax counsel
for the Trust, for federal income tax purposes,
the Class A Notes will properly be characterized
as debt and the Trust will not be characterized
as an association (or a publicly traded
partnership) taxable as a corporation. See
"Certain Tax Considerations" herein and in the
Prospectus.

ERISA Considerations ....... The Class A Notes will be eligible for purchase
by employee benefit plans that are subject to the
Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), under certain
circumstances. See "ERISA Considerations"
herein.

Ratings of the Securities .. It is a condition to the issuance of the Notes
that the Class A Notes be rated "AAA" by Standard
and Poor's Ratings Group ("S&P") and Aaa by
Moody's Investors Service, Inc. ("Moody's," and
together with S&P, the "Rating Agencies"). The
rating addresses the likelihood of the timely
payment of interest and the ultimate repayment of
principal on or prior to the Stated Final
Maturity Date. The rating does not address any
prepayment or yield considerations. A security
rating is not a recommendation to buy, sell or
hold securities, and may be subject to revision
or withdrawal at any time by the applicable
Rating Agency.

S-9
<PAGE> 10

RISK FACTORS

LIMITED ASSETS

The Trust does not have, nor is it permitted or expected to have, any
significant assets or sources of funds other than the Leases, the Equipment and
the Trust Accounts. The Class A Notes represent solely obligations of the
Trust, and the Class A Notes will not be insured or guaranteed by the Seller,
the Originator, the Servicer, the Owner Trustee or any other person or entity.
All obligations owed on the Notes are non-recourse to the Issuer and the Seller
and satisfaction thereof is limited solely to the Trust Fund. Consequently,
holders of the Class A Notes must rely for repayment upon payments on the
Leases and amounts realized with respect to the Equipment only. Although the
Indenture Trustee or the Noteholders may elect to sell the Leases and other
assets of the Trust in accordance with the Indenture following an acceleration
of the Notes upon an Event of Default, there is no assurance that the market
value of the Leases and such other assets will at any time be equal to or
greater than the aggregate principal amount of the outstanding Notes.
Therefore, upon an Event of Default with respect to the Notes there can be no
assurance that sufficient funds will be available to repay Noteholders in full.

TIMING OF PAYMENTS

The receipt of Scheduled Lease Payments prior to their respective due
dates, the liquidation of Defaulted Leases, partial and full prepayments of
Leases (to the extent permitted by the Servicer in accordance with the Pooling
and Servicing Agreement and not replaced with substitute Leases), payments upon
acquisitions by the Originator or the Seller of Leases from the Trust Fund on
account of a breach of certain representations and warranties as and to the
extent described herein, the optional redemption of the Notes as described
herein, the occurrence of a Restricting Event, the existence of a Subordination
Shortfall and other circumstances may result in the receipt by the holders of
Class A Notes of principal payments on the Class A Notes on any Payment Date in
excess of the anticipated amount that would be paid if all Scheduled Lease
Payments were made when due and earlier than anticipated repayment of the Class
A Notes. Assuming all scheduled payments on the Leases are made when due and
each Lease remains in the Trust Fund until its scheduled expiration, the
outstanding principal amount of the Class A Notes would be paid in full on the
September 2000 Payment Date. For additional information regarding the effects
of certain prepayments on the Notes, see "Description of the Notes --
Prepayments" herein and "Risk Factors -- Maturity and Prepayment
Considerations" in the Prospectus. The risk of reinvesting payments of the
principal of the Notes will be borne by the Noteholders. The yield to maturity
on the Notes purchased at premiums or discounts to par will be extremely
sensitive to the rate of payment on the Receivables. Noteholders should
consider, in the case of Notes purchased at a discount, the risk that a slower
than anticipated rate of payments on the Receivables could result in an actual
yield that is less than the anticipated yield and, in the case of Notes
purchased at a premium, the risk that a faster than anticipated rate of payment
on the Receivables could result in an actual yield that is less than the
anticipated yield. See "Risk Factors -- Maturity and Prepayment
Considerations" in the Prospectus.

THE TRUST FUND

THE LEASES

The Leases cover a variety of new and used "small-ticket" medical and
office equipment and automobiles and light duty trucks. As of the Cut-Off
Date, the Discounted Lease Balance of all Leases with respect to Leased
Vehicles was approximately 5.1% of the Aggregate Discounted Lease Balance and
there were 394 Leases for Leased Vehicles. The Leases will have been
originated or acquired by the Originator in the ordinary course of its
business. The Leases will consist of non-cancelable lease agreements generally
with initial terms of up to six years, which provide for equal periodic lease
payments that will be due and payable generally on a monthly basis (or, in some
cases, on a quarterly basis) over the lease term. All of the Leases are
finance leases for financial accounting purposes.

All of the Leases are "net leases" (i.e., the Lessee assumes all
responsibility with respect to the Equipment, including the obligation to pay
all costs relating to its operation, maintenance and repair other
than normal wear and tear). In addition, all Leases contain "hell or high
water" clauses unconditionally obligating the Lessee to make periodic payments
at the time and on the dates specified in the Lease, notwithstanding damage to
or destruction of the Equipment, and assignees of the Originator will not be
subject to any claims the Lessee may have against the Originator. The terms of
the Leases also require

S-10
<PAGE> 11

that the Lessee keep the Equipment fully insured against loss until the Lease is
paid in full or, in the case of Leased Vehicles, during the term of the Lease
and until the Leased Vehicle is returned to the lessor. At the end of each
Lease, in accordance with arrangements typically made at the time the Lease is
originated, the Lessee generally will have the option (i) to renew the Lease on
the same or renegotiated terms, (ii) to return the Equipment or (iii) to
purchase the Equipment at either (A) a fixed price determined at the time the
Lease is originated (which may be $1 or a fixed percentage of the original cost
of the Equipment or, in the case of Leased Vehicles, an amount determined to be
the value of the Leased Vehicle at the end of the Lease) or (B) the then fair
market value of the Equipment. In any case, if the Lessee fails to return or
purchase the Equipment or renew the Lease, the Lessee will be required to make
payments equal to the prior rent payments until the Equipment is returned or
purchased or the Lease is renewed. None of the Leases included in the Trust Fund
provide for Excess Use Payments.

The Leases acquired from time to time on and prior to the Closing Date by
the Seller from the Originator under the Contribution and Sale Agreement were
(and, with respect to the Leases to be acquired on the Closing Date, will be)
selected randomly from a pool of eligible leases composed of all leases then
owned by the Originator that, as of the date of transfer, satisfied the
criteria specified in the Contribution and Sale Agreement and described herein
and in the Prospectus. See " -- Representations and Warranties" herein and
"Description of the Trust Agreements -- Representations and Warranties" in the
Prospectus. The Leases contained in the Trust Fund include all of the leases
acquired by the Seller under the Contribution and Sale Agreement prior to the
Closing Date that satisfied the above-mentioned criteria as of the
Cut-Off-Date.

As of the Cut-Off Date, the Aggregate Discounted Lease Balance was
$150,158,700, the Aggregate Discounted Lease and Residual Balance was
$159,391,783, the weighted average remaining term to maturity for the Leases
was approximately 38.4 months, the final scheduled payment date of the Lease
with the latest expiration was October 30, 2001 and the average Discounted
Lease Balance was approximately $9,915. For further information regarding the
Leases, see "The Receivables -- The Leases" in the Prospectus.

REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties made by the Originator
with respect to the Leases as described under "The Receivables -- The Leases"
in the Prospectus, the Originator has represented and warranted that, as of the
Cut-Off Date, (i) the remaining term of each Lease is between 2 months and 60
months, provided that there is no Lease with a term that extends beyond October
31, 2001 or, in the case of Substitute Leases, October 31, 2002; (ii) no unpaid
scheduled lease payment pursuant to any Lease (other than a Skipped Payment)
has been due and payable for more than 30 days (other than due to
administrative delays, such as initial billings) and the Originator has
received at least one scheduled lease payment on each Lease; and (iii) no
scheduled lease payment on any Lease other than a Skipped Payment was more than
90 days delinquent during the 12-month period prior to such date (other than
due to administrative delays, such as initial billings).

The Originator has also represented, among other things, that, as of the
Cut-Off Date, (i) the sum of the Discounted Lease Balances of the 25 Leases
with the greatest Discounted Lease Balances does not exceed 10% of the
Aggregate Discounted Lease Balance; (ii) the sum of the Discounted Lease
Balances of all Leases with respect to which the billing address of the related
Lessees are located in the same state does not exceed 30% of the Aggregate
Discounted Lease Balance; and (iii) the sum of the Discounted Lease Balances of
all Leases with respect to which the related Equipment is of the same type (as
determined by Trans Leasing in accordance with its customary procedures) does
not exceed 45% of the Aggregate Discounted Lease Balance (collectively, the
"Specified Portfolio Characteristics").

OTHER POOL DATA

As of the Cut-Off Date, there were 15,145 Leases, with an Aggregate
Discounted Lease Balance of $150,158,700, an aggregate Discounted Equipment
Residual Value of $9,233,083 and an aggregate Equipment Residual Value of
$11,389,141. The distribution of the Leases by remaining lease term, original
lease term, Discounted Lease Balance, Lessee industry, geographic distribution
and type of equipment are set forth in the following tables, are reported as of
the Cut-Off Date and are calculated based on the assumed Discount Rate of
7.15%. Subschedules to original Leases reflecting amounts billed to separate
billing locations are treated as separate Leases. Classification by industry
is based on Trans Leasing's customary procedures for determining lessee
industry. The totals and the sum of the individual

S-11
<PAGE> 12

entries for percentage of Aggregate Discounted Lease Balance and Aggregate
Discounted Lease Balance set forth in each of the following tables may not match
due to rounding. The distribution of the Leases as of the Cut-Off Date as
calculated based on the actual Discount Rate will vary somewhat from that set
forth below due to the difference between the assumed and actual Discount Rates,
but such difference is not expected to be material. The final Prospectus
Supplement will set forth the distribution of Leases by remaining lease term,
original lease term, Discounted Lease Balance, Lessee industry, geographic
distribution and type of equipment based on the actual Discount Rate rather than
the assumed Discount Rate.

DISTRIBUTION OF LEASES BY REMAINING LEASE TERM

<TABLE>
<CAPTION>
Remaining Lease Number Percentage of Aggregate Aggregate Discounted
Term Range (months) of Leases Discounted Lease Balance Lease Balance
- --------------------- --------- ------------------------ --------------------
<S> <C> <C> <C>
0 < Rem. Term <= 12 2,516 4.5% $ 6,801,438
12 < Rem. Term <= 24 4,077 15.6 23,445,092
24 < Rem. Term <= 36 4,607 25.5 38,318,547
36 < Rem. Term <= 48 1,823 21.4 32,172,703
48 < Rem. Term <= 60 2,122 32.9 49,420,919
------ ----- ------------
15,145 100.0% $150,158,700
</TABLE>

DISTRIBUTION OF LEASES BY ORIGINAL LEASE TERM

<TABLE>
<CAPTION>
Original Lease Number Percentage of Aggregate Aggregate Discounted
Term Range (months) of Leases Discounted Lease Balance Lease Balance
- ---------------------- --------- ------------------------ -------------------
<S> <C> <C> <C>
0 < Orig. Term <= 12 580 1.1% $ 1,612,126
12 < Orig. Term <= 24 2,706 7.8 11,766,068
24 < Orig. Term <= 36 5,696 26.2 39,269,847
36 < Orig. Term <= 48 1,381 11.0 16,418,004
48 < Orig. Term <= 60 3,926 45.3 68,043,656
60 < Orig. Term <= 72 851 8.6 12,887,036
72 < Orig. Term <= 84 4 0.1 117,694
84 < Orig. Term <= 96 1 < 0.1 44,268
------ ----- ------------
15,145 100.0% $150,158,700
</TABLE>

DISTRIBUTION OF LEASES BY DISCOUNTED LEASE BALANCE

<TABLE>
<CAPTION>
Discounted Lease Number Percentage of Aggregate Aggregate Discounted
Balance Range of Leases Discounted Lease Balance Lease Balance
- ----------------------------- --------- ------------------------ --------------------
<S> <C> <C> <C>
$ 0 < Balance <= 5,000 7,265 12.5% $ 18,784,178
5,000 < Balance <= 10,000 3,632 17.6 26,409,662
10,000 < Balance <= 15,000 1,615 13.2 19,730,693
15,000 < Balance <= 20,000 905 10.4 15,617,451
20,000 < Balance <= 25,000 540 8.1 12,116,406
25,000 < Balance <= 50,000 849 19.0 28,601,841
50,000 < Balance <= 75,000 183 7.2 10,862,494
75,000 < Balance <= 100,000 87 4.9 7,391,918
100,000 < Balance <= 200,000 60 5.2 7,792,926
200,000 < Balance <= 300,000 7 1.1 1,607,199
300,000 < Balance <= 999,999 2 0.8 1,243,932
------ ----- ------------
15,145 100.0% $150,158,700
</TABLE>

S-12
<PAGE> 13

DISTRIBUTION OF LEASES BY LESSEE INDUSTRY

<TABLE>
<CAPTION>
Number Percentage of Aggregate Aggregate Discounted
Industry Type of Leases Discounted Lease Balance Lease Balance
- ------------- --------- ------------------------ --------------------
<S> <C> <C> <C>
Medical Practitioners 4,372 37.6% $ 56,467,490
Dental 1,680 12.0 17,957,933
Professional Services 1,734 11.1 16,670,615
Chiropractic 1,743 7.2 10,758,053
Medical Institutions 757 5.7 8,592,601
Veterinary 646 2.7 3,989,775
Other 4,213 23.8 35,722,231
------ ----- ------------
15,145 100.0% $150,158,700
</TABLE>

GEOGRAPHIC DISTRIBUTION OF LEASES(a)

<TABLE>
<CAPTION>
Percentage of
Aggregate
Discounted Lease Aggregate Discounted
State Number of Leases Balance Lease Balance
- ------------------ ---------------- ---------------- --------------------
<S> <C> <C> <C>
California 2,861 20.0% $ 30,067,169
Florida 1,925 14.6 21,860,507
New York 1,175 7.0 10,419,786
Texas 895 6.9 10,317,761
Illinois 764 5.0 7,475,160
Georgia 441 3.4 5,176,242
New Jersey 534 3.0 4,566,212
North Carolina 380 2.6 3,928,629
Pennsylvania 433 2.4 3,617,999
Ohio 422 2.3 3,407,581
Michigan 281 2.1 3,203,907
Virginia 312 1.9 2,880,280
Arizona 300 1.9 2,815,009
Maryland 289 1.8 2,665,565
All other states (b) 4,133 25.1 37,756,892
------ ----- ------------
15,145 100.0% $150,158,700
</TABLE>

(a) By Lessee billing address.

(b) Includes District of Columbia. No other state accounted for more than 1.6%
of the Aggregate Discounted Lease Balance as of the Cut-Off Date.
Delaware, the only Filing Location not individually listed in the table,
accounted for 37 Leases with a percentage of Aggregate Discounted Lease
Balance of 0.3% and an Aggregate Discounted Lease Balance of $403,724.

DISTRIBUTION OF LEASES BY TYPE OF EQUIPMENT

<TABLE>
<CAPTION>
Number Percentage of Aggregate Aggregate Discounted
Equipment Type of Leases Discounted Lease Balance Lease Balance
- -------------- --------- ------------------------ --------------------
<S> <C> <C> <C>
Computer Equipment and Software 5,975 35.3% $ 53,109,212
Medical Equipment 3,507 29.8 44,698,743
Dental Equipment 987 6.8 10,174,189
Automobiles and light duty trucks 394 5.1 7,668,312
Telecommunications Equipment 699 4.4 6,568,466
Chiropractic Equipment 966 3.5 5,227,492
Office Equipment and Furniture 544 3.2 4,859,601
Veterinary Equipment 379 1.3 1,967,244
All others 1,694 10.6 15,885,441
------ ----- ------------
15,145 100.0% $150,158,700
</TABLE>

THE ORIGINATOR

For additional information regarding the Originator, including information
on the origination and acquisition of Leases, see "The Originator" in the
Prospectus. For important information regarding recent events with respect to
the Originator, see "The Servicer - Recent Events."

S-13
<PAGE> 14

THE SERVICER

SERVICING

The Leases will be serviced by Trans Leasing, as the Servicer, pursuant to
and in accordance with the related Pooling and Servicing Agreement.

DELINQUENCY AND DEFAULT EXPERIENCE

Set forth below is certain information regarding the delinquency and loss
experience of Trans Leasing with respect to its entire lease portfolio
(including leases that it previously sold but continues to service). Although
the Servicer does not maintain data regarding the specific factors causing a
particular lease to default or the correlation between the Servicer's
delinquency and loss experience, on one hand, and specific and general economic
or other variables, on the other, the Servicer believes that changes in the
reimbursement policies of governmental or third-party payors, obsolescence of
the Equipment, changes in the local, regional or national economies or changes
in federal income tax laws could significantly effect the level of
delinquencies and losses with respect to the Leases included in any Trust Fund.
There can be no assurance that the levels of delinquency and loss experience
on the Leases in the Trust Fund will be comparable to that set forth below.
See "Risk Factors - Delinquency and Losses" in the Prospectus.

<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE (a)(b)
=============================================================================
At June 30, At September 30,
------------------------------ ------------------
1994 1995 1996 1995 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Future Minimum Lease
Payments ($000) $186,287 $219,718 $270,458 $229,736 $286,503

Delinquencies:
(% of Future Minimum
Lease Payments)

31-60 Days 1.28% 1.21% 1.55% 2.08% 1.96%
61-90 Days 0.57% 0.52% 0.73% 0.95% 0.73%
91+ Days 0.69% 0.93% 1.32% 1.04% 1.35%

Total Delinquencies 2.54% 2.66% 3.60% 4.07% 4.04%
==============================================================================
</TABLE>

(a) Trans Leasing classifies accounts as delinquent at the time a payment (or
portion thereof) remains unpaid 30 days or more following the date on
which such payment is due. The amount classified as delinquent is the sum
of future minimum lease payments. Delinquent accounts are written off in
their entirety when a determination is made that the account is
uncollectible.
(b) The percentages in any column may not total due to rounding.

S-14
<PAGE> 15

<TABLE>
<CAPTION>
LOSS EXPERIENCE
=================================================================================
For year ended For three months ended
June 30, September 30,
------------------------------ -----------------------
1994(a) 1995 1996 1995 1996
-------- -------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
LOSSES: ($000)
Investment in Leases
(before reserves) $170,864 $199,576 $246,122 $208,395 $261,156
Gross Losses(b) 6,510 4,441 5,369 1,109 1,450
Recoveries(c) 1,359 1,548 1,726 409 370
-------- -------- -------- -------- --------
Net Losses(d) 5,151 2,893 3,643 700 1,080
Net Losses as a
Percentage of
Investment in Leases
(before reserves) (e) 3.01% 1.45% 1.48% 1.34% 1.65%
</TABLE>

(a) The data for the year ended June 30, 1994 includes the write-off of one
account written off as of December 31, 1993 in the amount of $1,696,000.
Excluding such amount, Gross Losses, Recoveries, Net Losses and Net Losses
as a percentage of Investment in Leases would have been $4,814,000,
$1,232,000, $3,582,000 and 2.10%, respectively.
(b) Gross losses generally include an amount equal to the future minimum
lease payments plus the residual value of the related equipment less the
remaining unearned income on the date a lease is written off.
(c) Recoveries represent gross amounts recovered on a lease (or the
underlying equipment) that has been written off.
(d) Net losses represent gross losses less recoveries.
(e) Percentages for the three months ended September 30, 1995 and 1996 have
been annualized.

RECENT EVENTS

On October 7, 1996, Richard Grossman, the principal stockholder, Chairman
of the Board, Chief Executive Officer and President of Trans Leasing, passed
away. On October 24, 1996, Larry S. Grossman, who from 1972 through 1982
served in various capacities, including President and Chief Executive Officer
of Trans Leasing, and has been a director of Trans Leasing since 1991, was
appointed as Chairman of the Board and Chief Executive Officer and Michael J.
Heyman, who has been a director of Trans Leasing since 1991, was appointed
President and Chief Operating Officer.

USE OF PROCEEDS

The net proceeds from the sale of the Class A Notes will be used by the
Seller to repay approximately $111 million of outstanding indebtedness of the
Seller under a credit agreement with an affiliate of the Underwriter with a
maturity date of March 30, 1997 and a floating interest rate, which as of
October 31, 1996 was 6.125%, which was used to finance the acquisition from the
Originator of leases and equipment (including a large portion of the Leases and
the related Equipment). Any remaining net proceeds will be used by the Seller
to acquire the remaining portion of the Leases and the related Equipment from
the Originator on the Closing Date. The purchase price of the Receivables
purchased by the Seller from the Originator from time to time has been and will
be based upon the discounted present value of such Receivables.

THE INDENTURE TRUSTEE

Manufacturers and Traders Trust Company, a New York banking corporation,
will be the Indenture Trustee under the Indenture, and its principal executive
offices are located at One M&T Plaza, Buffalo, New York 14203, and its
telephone number is (716) 842-5115. For further information regarding the
Indenture Trustee, see "The Trustees" in the Prospectus.

THE OWNER TRUSTEE

Bankers Trust (Delaware), a Delaware banking corporation, will be the
Owner Trustee under the Owner Trust Agreement, and its principal executive
offices are located at 1001 Jefferson Street, Suite 550,

S-15
<PAGE> 16

Wilmington, Delaware 19801, and its telephone number is (302) 576-3300. The
Owner Trustee's liability in connection with the issuance and sale of the Notes
and the Trust Certificate is limited solely to the express obligations of the
Owner Trustee set forth in the Owner Trust Agreement. For further information
regarding the Owner Trustee, see "The Trustees" in the Prospectus.

THE ISSUER

The Issuer is a business trust to be formed in accordance with the laws of
the State of Delaware, pursuant to the Owner Trust Agreement, solely for the
purpose of effectuating the transactions described herein. Prior to formation,
the Issuer will have had no assets or obligations and no operating history.
Upon formation, the Issuer will not engage in any business activity other than
(a) acquiring, managing and holding the Leases and the other assets in the
Trust Fund, (b) issuing the Trust Certificate and the Notes, (c) making
distributions and payments thereon and (d) engaging in those activities,
including entering into agreements, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith.

The assets of the Issuer will principally consist of the property
transferred by the Seller to the Issuer pursuant to the Pooling and Servicing
Agreement (and any other property acquired by the Issuer from time to time,
including Substitute Leases (as defined herein)). Under the Pooling and
Servicing Agreement, on the Closing Date, the Seller will sell, assign and
transfer to the Trust all its right, title and interest in, to and under the
following: (i) the Leases and all monies due or to become due thereunder after
the Cut-Off Date or, with respect to Substituted Leases, after the applicable
Substitution Cut-Off Date and all Collections; (ii) the related Equipment (other
than any licensed products that may accompany any of the Equipment); (iii) the
related Lease Files; (iv) the Contribution and Sale Agreement, including, but
not limited to, the obligation of the Originator to repurchase Leases under
certain circumstances, but excluding certain rights to indemnification from the
Originator to the Seller and rights of the Seller to purchase additional
Receivables from time to time; (v) the Insurance Policies and any Insurance
Proceeds related to the Leases; and (vi) all income or proceeds of the foregoing
or relating thereto. Other than as a result of not retitling the Leased
Vehicles, legal title to all property of the Trust shall be vested at all times
in the Trust as a separate legal entity except and to the extent where
applicable law in any jurisdiction requires title to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Owner Trustee,
a co-trustee and/or a separate trustee, as the case may be. Because the Trust
does not have any operating history and will not engage in any business activity
other than owning such property, issuing the Trust Certificate and the Notes and
making distributions and payments thereon, there has not been included herein
any historical or pro forma ratio of earnings to fixed charges with respect to
the Trust.

The Trust Certificate will be issued pursuant to the terms of the Owner
Trust Agreement and will represent the entire beneficial interest in the Trust.
The Trust will transfer the Trust Certificate to the Seller under the Pooling
and Servicing Agreement as partial consideration for the Leases, Equipment and
other assets transferred to the Trust by the Seller thereunder. The Seller
will transfer a 1% interest in the Trust Certificate to the Originator under
the Contribution and Sale Agreement in partial payment for the Leases,
Equipment and other assets purchased by the Seller from the Originator
thereunder on the Closing Date. Following such transfers, the Trust
Certificate shall not be transferable. The right to receive payments with
respect to the Trust Certificate is subordinated to payments of principal and
interest on the Notes as set forth in the Pooling and Servicing Agreement.
After the final payment is made on the Notes, all remaining assets of the Trust
will be paid and transferred to the holders of the Trust Certificate as a
distribution on the Trust Certificate.

THE SELLER

As described in the Prospectus under "The Seller," the Seller is a limited
purpose subsidiary of Trans Leasing. In October 1995, the Seller formed TLFC
IV Equipment Lease Trust 1995-1, which issued the 1995-1 Notes. In the Pooling
and Servicing Agreement, the Seller will agree that, except for the Notes and
the 1995-1 Notes, it will not issue, or, if issued by any trust formed by the
Seller, sell any notes, debentures, trust certificates or other instruments
representing indebtedness or entering into any agreements for borrowed money;
provided, however, that the Seller may issue or sell any such indebtedness so
long as the newly incurred indebtedness (i) (A) will be rated by the Rating
Agencies not lower than the highest rating on the Notes (prior to giving effect
to the incurrence of such indebtedness),

S-16
<PAGE> 17

(B) is fully subordinated to the Notes and the documentation pursuant to which
such indebtedness is incurred provides that such indebtedness does not
constitute a claim against the Seller or any of its assets (other than the
assets pledged to secure such indebtedness) in the event that such pledged
assets are insufficient to satisfy such indebtedness or (C) is nonrecourse to
the Seller and its assets (other than the assets pledged to secure such
indebtedness) and the documentation pursuant to which such indebtedness is
incurred provides that such indebtedness does not constitute a claim against the
Seller or any of its assets (other than the assets pledged to secure such
indebtedness) in the event that such pledged assets are insufficient to satisfy
such indebtedness and (ii) the holder of such indebtedness covenants and agrees
in the documentation pursuant to which such indebtedness is incurred, not to,
prior to the date which is one year and one day after the final distribution
with respect to (i) the Notes, (ii) the 1995-1 Notes and (iii) any other
indebtedness of the Issuer, the Seller or any other trust formed by the Seller
permitted under the Pooling and Servicing Agreement, acquiesce, petition or
otherwise involve or cause the Seller to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining governmental
authority for the purpose of commencing or sustaining a case against the Seller
under any federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequester or other similar
official of the Seller or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Seller.

DESCRIPTION OF THE NOTES

GENERAL

The Notes will be issued pursuant to the terms of the Indenture. A copy of
the Indenture will be filed with the Commission following the issuance of the
Class A Notes. The following summary describes certain terms of the Notes and
the Indenture. The summary does not purport to be complete and is qualified in
its entirety by reference to the provisions of the Notes and the Indenture. The
following summary supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of the Notes of
any given series and the related Indenture set forth in the Prospectus, to which
description reference is hereby made. Manufacturers and Traders Trust Company,
a New York banking corporation, will be the Indenture Trustee under the
Indenture. See "The Indenture Trustee" herein and "The Trustees" in the
Prospectus.

THE CLASS A NOTES

Payments of Interest. Interest on the principal balance of the Class A
Notes will be payable to the Holders of the Class A Notes on a monthly basis on
each Payment Date. Interest on the Class A Notes will accrue from each Payment
Date (or, in the case of the December 1996 Payment Date, from November 20,
1996) to, but excluding, the following Payment Date at the Class A Interest
Rate and will be due on any Payment Date in an amount equal to the Class A
Interest Payment. Interest due on any Payment Date but not paid on such
Payment Date will be due on the next Payment Date. Interest payments on the
Class A Notes will generally be derived from the Available Amount (as defined
herein) remaining after the payment of Unreimbursed Servicer Advances and the
Servicing Fee. See "Description of the Trust Agreements -- Payments" herein.
The Available Amount for any Payment Date will generally equal collections for
the related Collection Period and Investment Earnings on the Trust Accounts.

Payments of Principal. Principal payments will be made to the Holders of
the Class A Notes on each Payment Date in an amount equal to the Class A
Principal Payment Amount, to the extent funds are available therefor. In
addition, so long as any Class A Notes are outstanding, in the event that a
Subordination Shortfall or a Restricting Event occurs and is continuing,
amounts otherwise to be paid as principal on the Class B Notes will be paid as
principal on the Class A Notes. See "Description of the Trust Agreements --
Payments" herein. Principal payments on the Class A Notes will generally be
derived from the Available Amount remaining after the payment of Unreimbursed
Servicer Advances, the Servicing Fee and interest payments on the Notes.
Failure to have paid in full the Outstanding Class A Principal Balance by the
Stated Final Maturity Date will constitute an Event of Default under the
Indenture. See "Risk Factors -- Timing of Payments" herein. Prior to the
Stated Final Maturity Date, no amount will be considered due and payable on the
Class A Notes (and, therefore, no Event of Default will arise from the failure
to pay such amount) unless funds are available for the payment therefor as
described under "Description of the Trust Agreements -- Payments" herein and
are not paid.

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<PAGE> 18

Definitive Class A Notes. Upon the occurrence of certain events discussed
more fully in the Prospectus under the heading "Description of the Securities
- -- Definitive Securities," the Indenture Trustee will be obligated to issue
Class A Notes in fully registered, certificated form ("Definitive Class A
Notes").

THE CLASS B NOTES

General. The Class B Notes are not being offered or sold hereunder. The
Class B Notes will be initially transferred by the Trust to the Seller as
partial consideration for the Seller's transfer of the Leases, the Equipment
and other assets conveyed pursuant to the Pooling and Servicing Agreement. The
Seller intends to sell the Class B Notes in a private placement.

Payments of Interest. Interest on the principal balance of the Class B
Notes will be payable to the Holders of the Class B Notes on a monthly basis on
each Payment Date. Interest on the Class B Notes will accrue from each Payment
Date (or, in the case of the December 1996 Payment Date, from November 20,
1996) to, but excluding, the following Payment Date at the Class B Interest
Rate and will be due on any Payment Date in an amount equal to the Class B
Interest Payment Amount. Interest due on any Payment Date but not paid on such
Payment Date will be due on the next Payment Date. Interest payments on the
Class B Notes will generally be derived from the Available Amount remaining
after the payment of Unreimbursed Servicer Advances, the Servicing Fee and
interest payments on the Class A Notes. See "Description of the Trust
Agreements -- Payments" herein.

Payments of Principal. Principal payments will be made to the Holders of
the Class B Notes on each Payment Date in an amount equal to the Class B
Principal Payment Amount, to the extent funds are available therefor. Principal
payments on the Class B Notes will generally be derived from the Available
Amount remaining after the payment of Unreimbursed Servicer Advances, the
Servicing Fee, interest payments on the Notes and the Class A Principal Payment
Amount. Notwithstanding the foregoing, so long as any Class A Notes are
outstanding, in the event that a Subordination Shortfall or a Restricting Event
occurs and is continuing, amounts otherwise to be paid as principal on the
Class B Notes will be paid as principal on the Class A Notes. See "Description
of the Trust Agreements -- Payments" herein. Failure to have paid in full the
Outstanding Class B Principal Balance by the Stated Final Maturity Date will
constitute an Event of Default under the Indenture. See "Risk Factors -- Timing
of Payments" herein. Prior to the Stated Final Maturity Date, no amount will be
considered due and payable on the Class B Notes (and, therefore, no Event of
Default will arise from the failure to pay such amount) unless funds are
available for the payment therefor as described under "Description of the Trust
Agreements -- Payments" herein and are not paid.

NO PETITION COVENANT

Notwithstanding any prior termination of the Indenture or the Notes, with
the purchase or acceptance of any Note, each and every Noteholder and/or Note
Owner, will agree that, prior to the date which is one year and one day after
the final distribution with respect to (i) the Notes, (ii) the 1995-1 Notes and
(iii) any other indebtedness of the Issuer, the Seller or any other trust
formed by the Seller permitted under the Pooling and Servicing Agreement as
described above under "The Seller," they shall not acquiesce, petition or
otherwise invoke or cause the Seller or the Issuer to invoke the process of any
court of government authority for the purpose of commencing or sustaining a
case against the Seller or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or the
Issuer or any substantial part of its property or ordering the winding up or
liquidation of the affairs of the Seller or the Issuer.

OPTIONAL REDEMPTION

The Notes may be redeemed in whole, but not in part, on any Payment Date,
if the Servicer exercises its option to purchase the Receivables and other
assets of the Trust (other than the Trust Accounts). The Servicer will have
the option to purchase all of the assets of the Trust (other than the Trust
Accounts) on any Payment Date if (i) on such Payment Date (after giving effect
to all payments otherwise to be made on such Payment Date), the sum of the
Outstanding Class A Principal Balance and the Outstanding Class B Principal
Balance is or would be less than 10% of the sum of the Initial Class A
Principal Balance and the Initial Class B Principal Balance and (ii) the
Servicer Purchase Price (as defined below) is sufficient to pay in full the
aggregate outstanding principal amount of the Notes (together with accrued
interest thereon) on the Redemption Date (as defined below). To exercise such
option, the

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<PAGE> 19

Servicer must deposit into the Collection Account on or prior to such Payment
Date an amount (the "Servicer Purchase Price") equal to the Aggregate Discounted
Lease and Residual Balance as of the related Determination Date plus the
appraised value of any other property (other than the Trust Accounts) held by
the Trust (such value to be mutually agreed upon (or determined by an appraiser
mutually agreed upon) by the Servicer, the Owner Trustee and the Indenture
Trustee). On any Payment Date on which the Notes are to be redeemed (the
"Redemption Date"), Holders of the Class A Notes will receive payments equal to
the Outstanding Class A Principal Balance and Holders of the Class B Notes will
receive payments equal the Outstanding Class B Principal Balance, together in
each case with interest accrued through the Redemption Date.

PREPAYMENTS

THE FOLLOWING INFORMATION IS PRESENTED SOLELY TO ILLUSTRATE THE EFFECT OF
PREPAYMENTS ON THE LEASES ON THE WEIGHTED AVERAGE LIFE OF THE NOTES UNDER THE
ASSUMPTIONS STATED BELOW AND IS NOT A PREDICTION OF THE PREPAYMENT RATE THAT
MAY ACTUALLY BE EXPERIENCED BY THE LEASES OR THE ACTUAL WEIGHTED AVERAGE LIFE
OF THE NOTES.

The rate of principal payments on the Notes, the aggregate amount of
interest payments on the Notes and the yield to maturity of the Notes are
directly related to the rate of payments on the Leases. "Weighted average life"
refers to the average amount of time from the date of issuance of a security
until each dollar of principal of such security will be repaid to the investor.
The weighted average life of the Notes will be influenced by the rate of
payments on the Leases. Such payments may be in the form of Scheduled Lease
Payments or full or partial prepayments (for this purpose, including prepayments
and liquidations due to Leases becoming Defaulted Leases, Early Termination
Leases and Partial Early Termination Leases and Leases becoming subject to
Warranty Events). For a discussion of the circumstances in which the Servicer
may permit a Lease to become an Early Termination Lease or a Partial Early
Termination Lease, see "Description of the Trust Agreements -- Other Servicing
Procedures." The weighted average life of the Notes will also be influenced by
the extent to which Leases are replaced with Substitute Leases as described
under "Description of the Trust Agreements -- Substitutions," the terms of any
Substitute Leases, delays associated with realizing recoveries on Defaulted
Leases and the amounts of any such recoveries. Reinvestment risk associated
with early payments on the Notes will be borne exclusively by the holders of
Notes. See "Risk Factors -- Timing of Payments" herein and "Risk Factors --
Maturity and Repayment Considerations" in the Prospectus.

The prepayment model used in this Prospectus Supplement is the "Conditional
Prepayment Rate" or "CPR" model. The CPR assumes that a fraction of the
outstanding Leases is prepaid in each Collection Period, which implies that each
Lease is equally likely to prepay. This fraction, expressed as a percentage, is
annualized to arrive at the Conditional Payment Rate for the Trust Fund. The
CPR measures prepayments based on the Aggregate Discounted Lease Balance as of
the end of the prior Collection Period. The CPR further assumes that all Leases
are the same size, provide for monthly payments and amortize at the same rate
and that each such assumed Lease will either be paid as scheduled or prepaid in
full, with no delinquencies or delays.

For purposes of the following table, it is also assumed that: (i) the
Closing Date is November 26, 1996, (ii) the Aggregate Discounted Lease Balance
as of the Cut-Off Date is $150,158,700, (iii) the Initial Class A Principal
Balance is $127,634,895, (iv) the Initial Class B Principal Balance is
$13,514,283, (v) the Discount Rate is 7.15%, (vi) the Payment Date is the 20th
day of each month (and payments are made on each such day), regardless of the
day on which the Payment Date actually occurs, commencing December 20, 1996,
with payments being made in accordance with the priorities set forth herein,
(vii) the Servicer does not exercise its option to purchase the assets of the
Trust described under "Description of the Notes - Optional Redemption," (viii)
there is never a Subordination Shortfall and no Restricting Events occur, (ix)
no Lease is replaced with a Substitute Lease and (x) all prepayments of Leases
with respect to a Payment Date are received on the last day of the related
Collection Period and all Collection Periods have 30 days. No representation is
made that the assumptions set forth herein will be correct, including the
assumption that the Leases will not experience delinquencies or losses.

The following table sets forth the percentage of the Initial Class A
Principal Balance and of the Initial Class B Principal Balance that would be
outstanding on the Payment Dates set forth below (after giving effect to all
payments on the Notes on such Payment Dates) assuming a CPR of 0%, 3%, 5% and
7%, respectively. Such information is hypothetical and is set forth for
illustrative purposes only.

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<PAGE> 20

PREPAYMENT TABLE

<TABLE>
<CAPTION>
Percentage of Initial Class A Principal Balance
and Initial Class B Principal Balance
------------------------------------------------
Payment Date 0% CPR 3% CPR 5% CPR 7% CPR
- -------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
Closing Date 100.0% 100.0% 100.0% 100.0%
December 20, 1996 97.08 96.81 96.63 96.44
January 20, 1997 93.77 93.25 92.89 92.53
February 20, 1997 90.49 89.73 89.22 88.69
March 20, 1997 87.20 86.22 85.56 84.89
April 20, 1997 83.93 82.76 81.96 81.16
May 20, 1997 80.73 79.37 78.45 77.52
June 20, 1997 77.56 76.03 75.00 73.96
July 20, 1997 74.41 72.73 71.60 70.47
August 20, 1997 71.35 69.54 68.32 67.09
September 20, 1997 68.33 66.39 65.09 63.79
October 20, 1997 65.38 63.33 61.97 60.60
November 20, 1997 62.49 60.35 58.92 57.50
December 20, 1997 59.63 57.41 55.93 54.56
January 20, 1998 56.78 54.50 52.98 51.47
February 20, 1998 54.00 51.66 50.11 48.57
March 20, 1998 51.22 48.84 47.27 45.71
April 20, 1998 48.52 46.11 44.52 42.95
May 20, 1998 45.85 43.43 41.84 40.26
June 20, 1998 43.24 40.81 39.21 37.64
July 20, 1998 40.66 38.24 36.65 35.09
August 20, 1998 38.18 35.78 34.20 32.66
September 20, 1998 35.80 33.41 31.86 30.34
October 20, 1998 33.51 31.15 29.62 28.12
November 20, 1998 31.31 28.98 27.48 26.01
December 20, 1998 29.17 26.89 25.42 23.98
January 20, 1999 27.13 24.89 23.45 22.05
February 20, 1999 25.15 22.97 21.56 20.20
March 20, 1999 23.25 21.12 19.76 18.43
April 20, 1999 21.43 19.36 18.04 16.76
May 20, 1999 19.70 17.70 16.42 15.18
June 20, 1999 18.05 16.11 14.88 13.69
July 20, 1999 16.48 14.61 13.42 12.28
August 20, 1999 15.02 13.22 12.07 10.97
September 20, 1999 13.67 11.93 10.83 9.77
October 20, 1999 12.36 10.69 9.64 8.62
November 20, 1999 11.09 9.49 8.48 7.51
December 20, 1999 9.84 8.31 7.35 6.43
January 20, 2000 8.60 7.15 6.24 5.38
February 20, 2000 7.38 6.01 5.16 4.35
March 20, 2000 6.17 4.89 4.10 3.34
April 20, 2000 4.98 3.80 3.06 2.36
May 20, 2000 3.81 2.73 2.05 1.41
June 20, 2000 2.67 1.68 1.06 0.49
July 20, 2000 1.56 0.67 0.12 0.00
August 20, 2000 0.53 0.00 0.00 0.00
September 20, 2000 0.00 0.00 0.00 0.00
Weighted Average
Life (years) 1.54 1.48 1.43 1.39
</TABLE>

DESCRIPTION OF THE TRUST AGREEMENTS

The following summary describes certain terms of (i) the Pooling and
Servicing Agreement to be dated as of the Closing Date among the Servicer, the
Seller and the Trust (the "Pooling and Servicing Agreement"), pursuant to
which the Trust Fund will be formed and the Trust will receive, and the
Servicer will undertake to service, the Leases, (ii) the Owner Trust Agreement
to be dated as of the Closing Date, between the Seller and the Owner Trustee
(the "Owner Trust Agreement"), pursuant to which the Trust will be established
and the Trust Certificate will be issued, (iii) the Administration Agreement
pursuant to which Trans Leasing will agree to act as the Administrator
(collectively, the agreements in clauses (i), (ii)

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<PAGE> 21
and (iii) constitute the "Trust Agreement" as described in the Prospectus with
respect to the Trust Fund described herein) and (iv) the Amended and Restated
Contribution and Sale Agreement to be dated as of the Closing Date between the
Originator and the Seller (the "Contribution and Sale Agreement"), pursuant to
which the Seller shall have acquired the Receivables from the Originator on or
prior to the Closing Date. A copy of each of the Trust Agreement and the
Contribution and Sale Agreement will be filed with the Commission following the
issuance of the Notes. This summary does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the provisions of
such agreements. The following summary supplements, and to the extent
inconsistent therewith replaces, the description set forth under the heading
"Description of the Trust Agreements" in the Prospectus to which description
reference is hereby made.

TRANSFER AND ASSIGNMENT OF RECEIVABLES

On or prior to the Closing Date, the Originator has transferred or will
transfer the Leases, the related Equipment and certain other assets to the
Seller pursuant to the Contribution and Sale Agreement. On the Closing Date,
the Seller will transfer the Leases, the related Equipment and certain other
assets to the Trust pursuant to the Pooling and Servicing Agreement. Pursuant
to the Indenture, the Trust will pledge its rights in the Leases, the related
Equipment and other assets received from the Seller to the Indenture Trustee
for the benefit of the Noteholders.

ACCOUNTS

As described in the Prospectus under "Description of the Trust
Agreements--Accounts," the Servicer will establish the Collection Account into
which all Collections shall be placed (the "Collection Account") and a
Distribution Account from which payments on the Notes will be made (the "Note
Distribution Account"). The Collection Account and the Note Distribution
Account are sometimes referred to herein collectively as the "Trust Accounts."
Investment Earnings, if any, available to be withdrawn from the Collection
Account on each Payment Date will be included in the Available Amount for such
Payment Date.

PAYMENTS

Deposit of Collections and Other Amounts.

Initial Deposit. Not later than the second Business Day after the Closing
Date, the Servicer will deposit (in immediately available funds) into the
Collection Account all Collections received after the Cut-Off Date and through
and including the Closing Date.

Subsequent Deposits. From time to time after the Closing Date, the
Servicer will deposit (in immediately available funds) all Collections in the
Collection Account, as promptly as possible after the date upon which such
Collections or payments are received (but in no event later than the second
Business Day after such date).

Amounts Exempt from Deposit. Notwithstanding the foregoing, the following
collections (or portions thereof) are not required to be deposited into the
Collection Account, and, if any such amounts are deposited into the Collection
Account, such amounts may be withdrawn from the Collection Account and paid to
the Servicer:

(i) collections on any Leases on which (and to the extent that) the
Servicer has previously made a Servicer Advance which has not been
reimbursed pursuant to the Pooling and Servicing Agreement, which amounts
the Servicer may retain (as a reimbursement of such Servicer Advance);
and

(ii) collections on any Repurchased Lease or any Lease for which a
Lease has been substituted as described in the Pooling and Servicing
Agreement, which amounts the Servicer may retain to the extent necessary
to reimburse itself for any related Servicer Advance which has not been
reimbursed pursuant to the Pooling and Servicing Agreement, and the
remainder of which amounts the Servicer will pay to the Originator or the
Seller, as the case may be.

Payments on Payment Dates. On each Payment Date (based on information
contained in, and in sole reliance on, the related Monthly Statement delivered
by the Servicer), the Indenture Trustee will

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<PAGE> 22

cause, in the following order of priority, the following payments and
transfers to be made from the Available Amount for such Payment Date (in each
case, such payment or transfer to be made only to the extent of the Available
Amount remaining after all prior payments and transfers for such Payment Date
have been made), in the following priority:

(a) to the Servicer, the amount of any Unreimbursed Servicer Advance;

(b) to the Servicer, any Servicing Fee Arrearage for such Payment Date;

(d) to the Holders of the Class A Notes by deposit to the Note
Distribution Account, any Class A Interest Arrearage for such Payment
Date;

(e) to the Holders of the Class A Notes by deposit to the Note
Distribution Account, the Class A Interest Payment Amount for such
Payment Date;

(f) to the Holders of the Class B Notes by deposit to the Note
Distribution Account, any Class B Interest Arrearage for such Payment
Date;

(g) to the Holders of the Class B Notes by deposit to the Note
Distribution Account, the Class B Interest Payment Amount for such
Payment Date;

(h) to the Holders of the Class A Notes by deposit to the Note
Distribution Account, the Class A Principal Payment Amount for such
Payment Date;

(i) to the Holders of the Class B Notes by deposit to the Note
Distribution Account, the Class B Principal Payment Amount for such
Payment Date; provided that if the Outstanding Class A Principal Balance
on such Payment Date (after giving effect to the payments to the Holders
of the Class A Notes of the amount described in (h) above) exceeds zero
and the Subordination Amount would be less than the Minimum Required
Subordination Amount (such difference, the "Subordination Shortfall"), an
amount equal to the least of (x) the Subordination Shortfall, (y) such
Outstanding Class A Principal Balance and (z) the Class B Principal
Payment Amount for such Payment Date shall be paid to the Holders of the
Class A Notes rather than to the Holders of the Class B Notes; and
provided, further, that if a Restricting Event exists on such Payment
Date and the Outstanding Class A Principal Balance on such Payment Date
(after giving effect to the payments to the Holders of the Class A Notes
described in (h) above and in this clause (i) on such Payment Date)
exceeds zero, the amount otherwise required to be paid to the Holders of
the Class B Notes under this clause (i) up to the amount of such
Outstanding Class A Principal Balance shall be paid to the Holders of the
Class A Notes rather than to the Holders of the Class B Notes;

(j) if a Restricting Event exists on such Payment Date and the
Outstanding Class B Principal Balance on such Payment Date (after giving
effect to the payment to the Holders of the Class B Notes of the amount
described in (i) above on such Payment Date) exceeds zero, the remaining
Available Amount to the Holders of the Class B Notes up to the amount of
such Outstanding Class B Principal Balance; and

(k) to the holders of the Trust Certificate, any remaining Available
Amount.

Any payments on the Class A Notes and Class B Notes will be made pro rata
based upon the outstanding principal balance of the Class A Notes and the Class
B Notes, respectively. Prior to the Stated Final Maturity Date, no principal
amount will be considered due and payable on the Notes (and, therefore, no
Event of Default will arise from the failure to pay such amount) unless funds
are available in the Collection Account for the payment therefor and are not
paid as described above.

SUBSTITUTION

Pursuant to the Pooling and Servicing Agreement, the Seller, upon notice
from the Servicer, may, on any date (a "Substitution Date"), substitute
comparable Leases (each a "Substitute Lease") together with the related
Equipment for and replace (i) Leases that have become Defaulted Leases or Early

S-22
<PAGE> 23

Termination Leases, (ii) those portions of Partial Early Termination Leases
that have been terminated prior to their scheduled expiration dates or (iii)
Leases that are the subject of a Warranty Event.

Each Substitute Lease shall be a Lease that, as of the close of business
on the last day of the month preceding the Substitution Date (the "Substitution
Cut-Off Date"), satisfies substantially the same criteria as the Leases
initially transferred to the Trust. The substitutions made as of any
Substitution Date, considered as a whole, may not cause any of the Specified
Portfolio Characteristics to be untrue as of the related Substitution Cut-Off
Date, or if any of the Specified Portfolio Characteristics is untrue as of
immediately prior to such Substitution Cut-Off Date, increase the amount by
which any Specified Portfolio Characteristic is untrue.

The Servicer shall not permit a substitution on any Substitution Date if:

(i) on a cumulative basis from the Closing Date, the sum of the
Discounted Lease Balances (as of the related Substitution Cut-Off Date)
of Leases substituted for Defaulted Leases would exceed 6% of the
Aggregate Discounted Lease Balance as of the Cut-Off Date;

(ii) on a cumulative basis from the Closing Date, the sum of the
Discounted Lease Balances (as of the related Substitution Cut-Off Date)
of Leases substituted for Leases that are the subject of a Warranty Event
would exceed 5% of the Aggregate Discounted Lease Balance as of the
Cut-Off Date;

(iii) on a cumulative basis from the Closing Date, the sum of the
Discounted Lease Balances (as of the related Substitution Cut-Off Date)
of Leases substituted for Leases (or portions thereof) would exceed 10%
of the Aggregate Discounted Lease Balance as of the Cut-Off Date;

(iv) as of the related Substitution Cut-Off Date, the Substitute
Leases and the related Equipment being substituted on such date have an
Aggregate Discounted Lease Balance and Aggregate Discounted Lease and
Residual Balance less than the Aggregate Discounted Lease Balance and
Aggregate Discounted Lease and Residual Balance of all of the Leases (or
portions thereof), respectively, being replaced; and

(v) as a result of all substitutions to be made on such Substitution
Date, the sum of the Scheduled Lease Payments on all Leases due in any
Collection Period prior to the August 2000 Collection Period would be
less than the amount specified for the related Payment Dates in the
Pooling and Servicing Agreement (a "Payment Deficiency"), or increase the
amount of any such Payment Deficiency.

In addition, the Servicer shall not permit a substitution on any
Substitution Date (other than for a Lease that has become a Defaulted Lease)
for any Lease if either:

(i) a Restricting Event has occurred and is continuing; or

(ii) the amount calculated as (A) the Aggregate Discounted Lease
Balance as of the Determination Date immediately preceding such
Substitution Date minus (B) the outstanding principal balance of the
Class A Notes on such Substitution Date is less than the greater of (A)
the Minimum Required Subordination Amount and (B) 15% of the Aggregate
Discounted Lease Balance on the Determination Date immediately preceding
such Substitution Date.

Under the Pooling and Servicing Agreement, the Seller shall also have the
right to substitute Equipment under any Lease for comparable Equipment so long
as there is no change in the amount, number or time of the Scheduled Lease
Payments with respect to such Lease and as of the date of substitution the
Discount Equipment Residual Value of the substitute Equipment is not less than
the Discount Equipment Residual Value of the original Equipment.

Upon the replacement of a Lease and/or Equipment with a Substitute Lease
and/or Equipment as described above, the interest of the Indenture Trustee in
such replaced Lease and/or Equipment shall be terminated and such replaced
Lease and/or Equipment shall be released to the Seller.

SERVICING

S-23

<PAGE> 24

The Servicer will service, administer and enforce the Receivables included
in each Trust Fund on behalf of the Issuer and will have full power and
authority to do any and all things in connection with such servicing and
administration which it deems necessary or desirable. For further information
on servicing of the Receivables, see "Description of the Trust Agreements --
Servicing" in the Prospectus.

For each Collection Period, if the Servicer determines that any Scheduled
Lease Payment (or portion thereof) which was due and payable pursuant to a
Lease during such Collection Period was not received prior to the end of such
Collection Period, the Servicer shall make a Servicer Advance in an amount up
to the amount of such delinquent Scheduled Lease Payment (or portion thereof),
to the extent that in its sole discretion it determines that it can recoup such
amount from subsequent collections under the related Lease. The Servicer will
be obligated to deposit any Servicer Advances into the Collection Account on or
prior to the related Payment Date, in immediately available funds. The
Servicer will be entitled to be reimbursed for Servicer Advances pursuant to
the Pooling and Servicing Agreement.

SERVICING COMPENSATION

For its servicing of the Leases, the Pooling and Servicing Agreement
provides that the Servicer will be entitled to receive on each Payment Date a
monthly servicing fee equal to the product of (i) one-twelfth, (ii) 1.0% and
(iii) the Aggregate Discounted Lease Balance as of the related Determination
Date (the "Servicing Fee"), payable out of the Available Amount. The Servicer
will also be entitled to retain all Excluded Amounts with respect to the
Receivables.

The Servicer will be required to pay all expenses incurred by it in
connection with its activities under the Pooling and Servicing Agreement,
including fees and disbursements of independent accountants, the Owner Trustee
and the Indenture Trustee, taxes imposed on the Servicer, expenses incurred in
connection with payments and reports to the Indenture Trustee and the
Noteholders, fees payable under the Administration Agreement and other fees and
expenses not expressly for the account of the Issuer, but excluding Liquidation
Expenses. The Servicer will be required to pay all reasonable fees and
expenses owing to the Indenture Trustee in connection with the maintenance of
the Trust Accounts.

OTHER SERVICING PROCEDURES

With respect to each Payment Date and the related Collection Period, the
Servicer will provide to the Owner Trustee, the Indenture Trustee, the holders
of the Trust Certificate, the Rating Agencies, and each Holder of any Note, not
less than two Business Days prior to such Payment Date, a monthly statement (a
"Monthly Statement"), signed by an officer of the Servicer. The Monthly
Statement will include, in addition to the information described in the
Prospectus under "Description of the Securities -- Reports to Securityholders"
clauses (i) through (vi) in the Prospectus, the following information: (a) the
amount of collections received during the related Collection Period and the
Available Amount for such Payment Date, (b) the Aggregate Discounted Lease
Balance and the Aggregate Discounted Lease and Residual Balance as of the last
day of the Collection Period, (c) the number and the Discounted Lease Balance
of all Leases that became Defaulted Leases, Early Termination Leases or Leases
required to be repurchased by the Originator or the Seller during the related
Collection Period and the number of Leases that became Partial Early
Termination Leases and the change in the Discounted Lease Balance thereof
resulting therefrom during the related Collection Period, (d) certain
delinquency information with respect to the Leases and (e) information with
respect to the occurrence of a Restricting Event.

The Servicer will provide to the Indenture Trustee, the holders of the
Trust Certificate, the Rating Agencies and each Holder of any Note, on or prior
to October 31 of each year, commencing October 31, 1997, a cumulative summary
of the information required to be included in the Monthly Statements for the
Collection Periods ending during the immediately preceding Transaction Year.

Under the Pooling and Servicing Agreement, the Servicer will agree that it
will not grant (other than as provided below) any extensions, rebates or
adjustments on Leases that extend the original due date of any Scheduled Lease
Payment, reduce the number of Scheduled Lease Payments or reduce the amount of
any Scheduled Lease Payment. Notwithstanding the previous sentence and as
described in the Prospectus under "Description of the Trust Agreements -- Other
Servicing Procedures," to the extent consistent with the Servicer's past
practices, the Servicer may, on only one occasion with respect to any Lease,
permit a deferment of not more than three consecutive Scheduled Lease Payments
(collectively, a "Skipped Payment") under such Lease to the end of the term of
such Lease so long as (i) the sum of the Discounted Lease Balances of all
Leases with respect to which there has been a Skipped Payment

S-24

<PAGE> 25

since the Cut-Off Date as of a Determination Date does not exceed 5% of
the Aggregate Discounted Lease Balance as of the Cut-Off Date and (ii) such
Skipped Payment is deferred to no later than the last day of the Collection
Period related to the Payment Date that is the Stated Final Maturity Date. The
Pooling and Servicing Agreement will not provide for purchases of Receivables
by the Servicer upon breach of any of its covenants.

The Servicer may, in its sole discretion, permit a Lease to become an
Early Termination Lease or a Partial Early Termination Lease (which will not
include a Lease that becomes an Early Termination Lease or a Partial Early
Termination Lease due to a Casualty Loss), so long as, unless another Lease is
substituted for such Lease or the terminated portion thereof as described
herein, (i) the Servicer deposits in the Collection Account, not later than the
second Business Day after receipt thereof by the Servicer, the sum of (A) in
the case of an Early Termination Lease, the Discounted Lease Balance of such
Lease as of the Determination Date related to the Collection Period in which
such Lease became an Early Termination Lease or, in the case of a Partial Early
Termination Lease, the reduction in the Discounted Lease Balance of such Lease
as of the Determination Date related to the Collection Period in which such
Lease became a Partial Early Termination Lease, (B) one month's interest on the
amount described in clause (A) at the Discount Rate and (C) the amount of any
unreimbursed Servicer Advances with respect to such Lease, and (ii) at the time
the Servicer permits a Lease to become an Early Termination Lease or a Partial
Early Termination Lease the sum of (x) the aggregate of the Discounted Lease
Balance of each Early Termination Lease (other than any Early Termination Lease
that became an Early Termination Lease due to a Casualty Loss or for which a
substitution has been made) as of the Determination Date related to the
Collection Period in which such Lease became an Early Termination Lease plus
(y) the aggregate of the reduction in the Discounted Lease Balance of each
Partial Early Termination Lease (other than any Partial Early Termination Lease
that became a Partial Early Termination Leases due to a Casualty Loss or for
which a substitution has been made) as of the Determination Date related to the
Collection Period in which such Lease became a Partial Early Termination Lease,
does not exceed 3% of the Aggregate Discounted Lease and Residual Balance as of
the Cut-Off Date.

INDENTURE

In addition to the provisions regarding the amendment to the Indenture
described in the Prospectus, the Indenture may be amended without the consent
of the Noteholders to prevent the Trust from being treated as a "publicly
traded partnership" under Section 7704 of the Code (as defined herein).

INSOLVENCY EVENT

In the event of an Insolvency Event, the Trust will terminate and the
Receivables and other assets held in the Trust Fund will be liquidated and the
Trust will be terminated 90 days after the date of such event, unless, before
the end of such 90-day period, the Owner Trustee shall have received written
instructions from a majority of the Holders of the Class A Notes, a majority of
the Holders of the Class B Notes and a majority of the Holders of the Trust
Certificates (other than the Seller) to the effect that such parties disapprove
of the liquidation of the assets held by the Trust and the termination of the
Trust.

ADMINISTRATION AGREEMENT

Trans Leasing, in its capacity as administrator (the "Administrator"),
will enter into an agreement (an "Administration Agreement") with the Trust and
the Indenture Trustee pursuant to which the Administrator will agree, to the
extent provided in the Administration Agreement, to provide the notices and to
perform other administrative obligations of the Trust and the Owner Trustee
required by the Indenture. As compensation for the performance of the
Administrator's obligations under the Administration Agreement and as
reimbursement for its expenses related thereto, the Administrator will be
entitled to an administration fee of $1,500 per month, which fee will be paid
by the Servicer.

CERTAIN TAX CONSIDERATIONS

The following is a summary of certain federal income tax considerations
relevant to the purchase, ownership and disposition of the Class A Notes. This
summary does not purport to deal with all aspects of federal income taxation
that may be relevant to holders of the Class A Notes in light of their specific
investment circumstances, nor to certain types of holders subject to special
treatment under the federal income tax laws (for example, banks, life insurance
companies and tax-exempt organizations). This

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discussion is based upon current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), the Treasury regulations (proposed, temporary
and final) promulgated thereunder, judicial decisions and Internal Revenue
Service ("IRS") rulings, all of which are subject to change, which change may
be retroactively applied in a manner that could adversely affect a holder of
one or more of the Class A Notes. The information below is directed to
investors that will hold the Class A Notes as capital assets (generally,
property held for investment) within the meaning of Section 1221 of the Code.

Prospective investors are advised to consult their own tax advisors with
regard to the federal income tax consequences of purchasing, holding and
disposing of the Class A Notes, as well as the tax consequences arising under
the laws of any state, foreign country or other jurisdiction that may be
applicable. The Trust will be provided with an opinion of Kirkland & Ellis,
tax counsel to the Trust ("Tax Counsel"), regarding certain federal income tax
matters discussed below. An opinion of counsel, however, is not binding on the
IRS or the courts. The Trust has not sought, nor does it intend to seek, a
ruling from the IRS that its position as reflected in the discussion below will
be accepted by the IRS. Moreover, there are no cases or IRS rulings on similar
transactions involving both debt and equity interests issued by a trust similar
to the Trust and, as a result, there can be no assurance that the IRS will
agree with the conclusions and discussion below.

FEDERAL TAX CLASSIFICATION OF THE TRUST AND THE CLASS A NOTES

On the Closing Date, Tax Counsel will advise the Trust that, based upon
the terms of the Pooling and Servicing Agreement, the Indenture and the Owner
Trust Agreement and related documents and transactions as described in the
Prospectus and herein (and assuming ongoing compliance with such agreement and
documents), the Trust will not be classified as an association (or a publicly
traded partnership) taxable as a corporation for federal income tax purposes.
On the Closing Date, Tax Counsel will further advise the Trust that, although
no specific authority exists with respect to the characterization for federal
income tax purposes of securities having the same terms as the Class A Notes,
based upon the terms of the Class A Notes and the documents and transactions
relating thereto as described in the Prospectus and herein, the Class A Notes
will properly be classified as debt for federal income tax purposes. See
"Certain Tax Considerations" in the Prospectus.

STATE, LOCAL AND OTHER TAXES

Investors should consult their own tax advisors regarding whether the
purchase of the Class A Notes, either alone or in conjunction with an
investor's other activities, may subject an investor to any state or local
taxes based on an assertion that the investor is either "doing business" in, or
deriving income from a source located in, any state or local jurisdiction.
Additionally, potential investors should consider the state, local, foreign and
other tax consequences of purchasing, owning or disposing of a Class A Note.
State and local tax laws may differ substantially from the corresponding
federal tax law, and the foregoing discussion does not purport to describe any
aspect of the tax laws of any state or other jurisdiction. Accordingly,
potential investors should consult their own tax advisors with regard to such
matters.

THE FEDERAL AND STATE INCOME TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A CLASS A
NOTEHOLDER'S PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE
PURCHASE, OWNERSHIP AND DISPOSITION OF THE CLASS A NOTES, INCLUDING THE TAX
CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

ERISA CONSIDERATIONS

Although there is little authority on the subject, the Seller believes the
Class A Notes will be debt rather than equity interests and that the assets of
the Trust will therefore not be deemed to be assets of investing Benefit Plans
under the Plan Assets Regulation. However, prohibited transactions under ERISA
and the Code may occur by reason of the purchase of Class A Notes by Benefit
Plans with respect to which the Seller, the Trust, the Owner Trustee, the
Indenture Trustee, the Servicer or certain of their affiliates may be
considered to be parties in interest or fiduciaries. Therefore, in order to
preclude such a prohibited transaction, and other prohibited transactions, the
purchase by or on behalf of a Benefit

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Plan or by any person treated as holding assets of any Benefit Plan is
permitted only if certain conditions (specified below) are satisfied.

By acceptance of a Class A Note, each Class A Noteholder will be deemed
to have represented and warranted that either (i) the Class A Noteholder is not
acquiring (or considered to be acquiring) the Class A Note with the assets of
(a) an employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), (b) a plan or
arrangement (including an individual retirement account or a Keogh Plan) within
the meaning of or subject to Section 4975 of the Code, or (c) any entity whose
underlying assets include "plan assets" under U.S. Department of Labor ("DOL")
Regulations codified at 29 C.F.R. Section 2510.3-101 or otherwise (each, a
"Benefit Plan") or (ii) one or more of the following is true as to all of the
funds used to purchase such Class A Note: (a) the funds constitute the assets
of a bank collective investment fund within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 91-38, 56 FR 31,966, and the acquisition
and holding of such Class A Note satisfies the requirements of such exemption
and is entitled to full relief thereunder; (b) the funds constitute the assets
of an insurance company pooled separate account within the meaning of PTCE
90-1, 55 FR 2,891, and the acquisition and holding of such Class A Note
satisfies the requirements of such exemption and is entitled to full relief
thereunder; (c) the funds are invested in an investment fund which is managed
by an investment adviser registered under the Investment Advisers Act of 1940,
a bank, an insurance company or a savings and loan association, which meets
specified financial standards, which has acknowledged in a written agreement
that it is an ERISA fiduciary with respect to investments made on behalf of the
Benefit Plan from which it acquired such funds, and which is otherwise a
"qualified professional asset manager" as such term is defined in PTCE 84-14,
49 FR 9,494, as amended on October 10, 1985, 50 FR 41,430, and the acquisition
and holding of such Class A Note satisfies the requirements of such exemption
and is exempt to the fullest extent provided therein; (d) the funds constitute
the assets of an insurance company general account, and the acquisition and
holding of such Class A Note by such account satisfies the requirements of PTCE
95-60, 60 FR 35,925, and is entitled to full relief thereunder; or (e) the
funds constitute the assets of a "governmental plan" as defined in Section
3(32) of ERISA or Section 4975 of the Code, and neither the purchase nor
holding of such Class A Note will result in or involve a transaction that is
prohibited under applicable state law. The Seller, the Trust, the Owner
Trustee, the Indenture Trustee, the Servicer or certain of their affiliates may
be considered to be parties in interest or fiduciaries with respect to certain
Benefit Plans. Therefore, the acquisition or holding of a Class A Note by a
Benefit Plan may be a prohibited transaction under ERISA and the Code unless
one of the required conditions described above applies to such acquisition and
holding.

For additional information regarding ERISA matters, see "ERISA
Considerations" in the Prospectus.

FIDUCIARIES OF BENEFIT PLANS THAT ARE PROSPECTIVE INVESTORS SHOULD CONSULT
WITH THEIR OWN ATTORNEYS AND FINANCIAL ADVISORS TO DETERMINE THE CONSEQUENCES
UNDER ERISA AND THE CODE OF AN INVESTMENT IN THE CLASS A NOTES, AND TO
DETERMINE THE PROPRIETY OF SUCH AN INVESTMENT IN LIGHT OF THE CIRCUMSTANCES OF
THAT PARTICULAR BENEFIT PLAN AND CURRENT APPLICABLE LAW.

RATINGS

It is a condition to issuance of the Class A Notes that the Class A Notes
be rated AAA by S&P and Aaa by Moody's. A rating is not a recommendation to
purchase, hold or sell Class A Notes, inasmuch as such rating does not comment
as to market price or suitability for a particular investor. The rating of the
Class A Notes addresses the likelihood of the timely payment of interest on and
the ultimate repayment of principal of the Class A Notes pursuant to their
terms. There is no assurance that a rating will remain for any given period of
time or that a rating will not be lowered or withdrawn entirely by either of
the Rating Agencies if in its judgment circumstances in the future so warrant.
The rating of the Class A Notes is based primarily on the creditworthiness of
the Leases, overcollateralization of the Leases and the subordination provided
by the Class B Notes and the Trust Certificate.

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UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") for the sale of the Class A Notes dated
, 1996, the Seller has agreed to sell to First Union Capital Markets
Corp. (the "Underwriter"), and the Underwriter has agreed to purchase from the
Seller, the Class A Notes offered hereby.

In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions therein, to purchase all the Class A Notes offered hereby
if any of such Class A Notes are purchased.

The Underwriter has advised the Seller that it proposes initially to offer
the Class A Notes to the public at the price set forth on the cover page hereof
and to certain dealers at such price less a selling concession not in excess of
% of the initial principal amount of the Class A Notes. The Underwriter
may allow and such dealers may reallow a concession not in excess of % of
the initial principal amount of the Class A Notes. After the initial public
offering, the public offering price and such concessions may be changed.

The Underwriting Agreement provides that the Seller and Trans Leasing,
jointly and severally, will indemnify the Underwriter against certain civil
liabilities, including liabilities under the Securities Act, or contribute to
payments the Underwriter may be required to make in respect thereof.

In addition, First Union Capital Markets Corp. ("First Union") will act as
the private placement agent for the Seller in connection with the sale of the
Class B Notes and will receive compensation therefor. The Seller has agreed to
pay First Union a structuring fee of $ in connection with the
structuring of the Notes.

In the ordinary course of its business, the Underwriter and its affiliates
have engaged and may engage in commercial banking and investment banking
transactions with the Seller and its affiliates, including the Originator.

As discussed under "Use of Proceeds," the Seller intends to use a portion
of the proceeds of its sale of the Class A Notes to repay amounts owing to an
affiliate of First Union under a credit agreement. Accordingly, because more
than 10% of the net offering proceeds may be paid to an affiliate of a member
of the National Association of Securities Dealers, Inc. which is participating
in the distribution of the Class A Notes, the offering of the Class A Notes is
being made pursuant to the provisions of Article III, Section 2710(c)(8) of the
Conduct Rules of the NASD.

LEGAL MATTERS

Certain legal matters relating to the issuance of the Notes and the Trust
Certificate, including federal income tax consequences with respect thereto, as
well as other matters, will be passed upon for the Trust by Kirkland & Ellis,
Chicago, Illinois. Certain legal matters relating to the issuance of the Class
A Notes will be passed upon for the Underwriter by Simpson Thacher & Bartlett
(a partnership which includes professional corporations), who will also
represent First Union in connection with the placement of the Class B Notes.

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GLOSSARY

"Aggregate Discounted Lease Balance" means, at any time, the sum of the
Discounted Lease Balance of the Leases.

"Aggregate Discounted Lease and Residual Balance" means, at any time, the
sum of the Discounted Lease and Residual Balance of the Leases.

"Available Amount" means, for any Payment Date, all amounts on deposit in
the Collection Account on such Payment Date representing (i) Collections
received during the related Collection Period, (ii) Investment Earnings and
(iii) Servicer Advances.

"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in Chicago, Illinois, Wilmington, Delaware, or New
York, New York are authorized or obligated by any law or regulation to be
closed.

"Casualty Loss" means, with respect to any item of Equipment, the loss,
theft, damage beyond repair or governmental condemnation or seizure of such
item of Equipment.

"Class A Interest Arrearage" means, for any Payment Date, any Class A
Interest Payments (or portions thereof) for prior Payment Dates that remain
unpaid as of such Payment Date.

"Class A Interest Payment Amount" means (i) for the initial Payment Date,
the product of one-twelfth of the Class A Interest Rate and the Initial Class A
Principal Balance and (ii) for any subsequent Payment Date, the product of
one-twelfth of the Class A Interest Rate and the Outstanding Class A Principal
Balance as of the related Determination Date.

"Class A Interest Rate" means % per annum.

"Class A Percentage" means 90.43%.

"Class A Principal Arrearage" means, for any Payment Date, any Class A
Principal Payment Amounts (or portions thereof) for prior Payment Dates that
remain unpaid as of such Payment Date.

"Class A Principal Payment Amount" means, for any Payment Date, the sum of
(i) the product of (A) the Class A Percentage and (B) the excess of (1) the
Aggregate Discounted Lease Balance of all Leases as of the last day of the
Collection Period immediately preceding the Collection Period to which such
Payment Date relates (or, in the case of the initial Payment Date, as of the
Cut-Off Date) over (2) the Aggregate Discounted Lease Balance of all Leases as
of the last day of the Collection Period to which such Payment Date relates (in
each case, calculated after giving effect to all Leases that became Defaulted
Leases, Early Termination Leases, Partial Early Termination Leases or were the
subject of a Warranty Event during such related Collection Period and all
substitutions of Substitute Leases therefor) and (ii) the Class A Principal
Arrearage for such Payment Date; provided, that on the Stated Final Maturity
Date, on the Redemption Date, and on each Payment Date from and after the date
on which the Indenture Trustee or the holders of the Notes shall have declared
the Notes to be immediately due and payable following the occurrence of an
Event of Default pursuant to the Indenture (unless such declaration has been
rescinded and annulled) the Class A Principal Payment Amount shall equal the
Outstanding Class A Principal Balance; and provided further, that the Class A
Principal Payment Amount shall never exceed the Outstanding Class A Principal
Balance.

"Class B Interest Arrearage" means, for any Payment Date, any Class B
Interest Payments (or portions thereof) for prior Payment Dates that remain
unpaid as of such Payment Date.

"Class B Interest Payment Amount " means (i) for the initial Payment Date,
the product of one-twelfth the Class B Interest Rate and the Initial Class B
Principal Balance and (ii) for any subsequent Payment Date, the product of
one-twelfth the Class B Interest Rate and the Outstanding Class B Principal
Balance as of the related Determination Date.

"Class B Interest Rate" means % per annum.

"Class B Percentage" means 9.57%.

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"Class B Principal Arrearage" means, for any Payment Date, any Class B
Principal Payment Amounts (or portions thereof) for prior Payment Dates that
remain unpaid as of such Payment Date.

"Class B Principal Payment Amount" means, for any Payment Date, the sum of
(i) the product of (A) the Class B Percentage and (B) the excess of (1) the
Aggregate Discounted Lease Balance of all Leases as of the last day of the
Collection Period immediately preceding the Collection Period to which such
Payment Date relates (or, in the case of the initial Payment Date, as of the
Cut-Off Date) over (2) the Aggregate Discounted Lease Balance of all Leases as
of the last day of the Collection Period to which such Payment Date relates (in
each case, calculated after giving effect to all Leases that became Defaulted
Leases, Early Termination Leases, Partially Terminated Leases or were the
subject of a Warranty Event during such related Collection Period and all
substitutions of Substitute Leases therefor) and (ii) the Class B Principal
Arrearage for such Payment Date; provided, that, on the Stated Final Maturity
Date, on the Redemption Date, and on each Payment Date from and after the date
on which the Indenture Trustee or the holders of the Notes shall have declared
the Notes to be immediately due and payable following the occurrence of an
Event of Default pursuant to the Indenture (unless such declaration has been
rescinded and annulled) the Class B Principal Payment shall equal the
Outstanding Class B Principal Balance; and provided, further, that the Class B
Principal Payment shall never exceed the Outstanding Class B Principal Balance.

"Collection Period" means, with respect to any Payment Date, the
immediately preceding calendar month.

"Collections" means all payments received on or with respect to the Leases
or the related Equipment, including, without limitation, Scheduled Lease
Payments, Liquidation Proceeds, Warranty Purchase Prices, Insurance Proceeds,
Early Termination Lease Proceeds, Partial Early Termination Lease Proceeds and
Expired Lease Proceeds, but excluding any Excluded Amounts.

"Contribution and Sale Agreement" means the Amended and Restated
Contribution and Sale Agreement dated as of the Closing Date, between the
Originator and Seller, together with all amendments, restatements, supplements
and modifications thereof or thereto.

"Determination Date" means, with respect to a Collection Period and the
related Payment Date, the close of business on the last Business Day of such
Collection Period.

"Discount Rate" means, for purposes of this Prospectus Supplement, a per
annum rate assumed to be 7.15%. The actual Discount Rate will equal the sum of
the Serving Fee Rate of 1% per annum and the weighted average as of the Closing
Date of the Class A Interest Rate and the Class B Interest Rate.

"Discounted Equipment Residual Value" means, with respect to any
Equipment, at any time of determination, the present value of the Equipment
Residual Value of such Equipment, calculated monthly at the Discount Rate in
the manner described below.

In connection with all calculations required to be made with respect to
the determination of Discounted Equipment Residual Values, for any date of
determination, the "Discounted Equipment Residual Value" for such Equipment
shall be calculated assuming:

(i) the Equipment Residual Value is received on the last day of the
Collection Period following the Collection Period in which the related Lease
expires in accordance with its terms;

(ii) amounts are discounted on a monthly basis using a 30-day month
and a 360-day year;

(iii) amounts are discounted to the last day of the Collection
Period in which the date of determination falls.

"Discounted Lease and Residual Balance" means, with respect to any Lease,
at any time of determination, the sum of (i) the Discounted Lease Balance plus
(ii) the Discounted Equipment Residual Value for all related Equipment;
provided, however, that the Discounted Lease and Residual Balance of any
Defaulted Lease, Early Termination Lease, Expired Lease or Lease purchased by
the Originator or the Seller, or replaced with a Substitute Lease, shall be
equal to zero.

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"Discounted Lease Balance" means, with respect to any Lease, at any time
of determination, the sum of (i) the present value of all of the remaining
Scheduled Lease Payments becoming due under such Lease after such date of
determination and unpaid as of such date of determination, calculated monthly
at the Discount Rate in the manner described below and (ii) the aggregate
amount of all Scheduled Lease Payments (due after the Cut-Off Date) then due
and payable under such Lease which have not been received by the Servicer
(other than Scheduled Lease Payments to the extent there has been a Servicer
Advance with respect thereto); provided, however, that the Discounted Lease
Balance of any Defaulted Lease, Early Termination Lease, Expired Lease or Lease
purchased by the Originator or the Seller, or replaced with a Substitute Lease,
shall be equal to zero.

In connection with all calculations required to be made with respect to
the determination of Discounted Lease Balances, for any date of determination
the "Discounted Lease Balance" for each Lease shall be calculated assuming:

(i) all payments due in any Collection Period are due on the last
day of such Collection Period;

(ii) payments are discounted on a monthly basis using a 30 day month
and a 360 day year;

(iii) payments are discounted to the last day of the Collection
Period in which the date of determination falls.

"Early Termination Lease" means any Lease that has terminated in full
prior to its scheduled expiration date (including because of a Casualty Loss),
other than a Defaulted Lease.

"Early Termination Lease Proceeds" means any and all cash proceeds or
rents realized from the sale or re-lease of Equipment under an Early
Termination Lease (net of Liquidation Expenses).

"Eligible Investments" means investments in certain commercial paper,
certificates of deposit issued by a bank or trust company, debt obligations of
domestic corporations, in each case with a rating consistent with the rating of
the Class A Notes, direct obligations of the United States of America or any
agency thereof or obligations backed by the full faith and credit of the United
States of America, and any other investment approved by the Rating Agencies
which would not cause the Trust to be required to register as an "investment
company" under the Investment Company Act.

"Equipment Residual Value" means for any Equipment the anticipated
residual value of such Equipment upon the expiration of the related Lease in
accordance with its terms (as such residual value is estimated by the
Originator on or about the date on which such Lease was originated or acquired
by the Originator in accordance with its normal valuation procedures and not
including any administrative costs incurred in the realization of such residual
value), but not in excess of any purchase option price with respect thereto.

"Excluded Amounts" means any payments received from or on behalf of a
Lessee in connection with any late fees, any taxes, fees or other charges
imposed by any governmental authority, any insurance premiums or fees, any
indemnity payments made by a Lessee for the benefit of the Lessor under the
related Lease or any payments collected from a Lessee relating to servicing
and/or maintenance payments pursuant to the related Lease or maintenance
agreement, as applicable.

"Expired Lease" means any Lease that has terminated on its scheduled
expiration date.

"Expired Lease Proceeds" means any and all cash proceeds or rents realized
from the sale, lease or re-lease of Equipment under an Expired Lease (net of
Liquidation Expenses) and, with respect to a Lease for a Leased Vehicle,
payments received from the related Lessee as a result of excessive wear and
tear on or damage to such Leased Vehicle or driving such Leased Vehicle in
excess of the maximum mileage set forth in such Lease.

"Insurance Policy" means, with respect to any Lease, an insurance policy
covering physical damage to or loss of the related Equipment.

"Insurance Proceeds" means, depending on the context, any amounts payable
or any payments made, to the Servicer under any Insurance Policy.

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"Investment Earnings" means the investment earnings net of losses and
investment expenses on amounts in the Collection Account.

"Minimum Required Subordination Amount" means an amount equal to 25% of
the difference between the Aggregate Discounted Lease Balance as of the Cut-Off
Date and the Initial Class A Principal Balance.

"1995-1 Notes" means all notes issued by the TLFC IV Equipment Lease Trust
1995-1 pursuant to the Indenture between TLFC IV Equipment Lease Trust 1995-1
and Manufacturers and Traders Trust Company, as Indenture Trustee, dated
October 6, 1995, together with all amendments, supplements and modifications
thereof and thereto.

"Outstanding Class A Principal Balance" means, at any time, an amount
equal to the Initial Class A Principal Balance, reduced by the aggregate of all
amounts with respect to Class A Principal Payment Amounts or otherwise with
respect to principal on the Class A Notes deposited in the Note Distribution
Account for payment to Holders of Class A Notes prior to such time.

"Outstanding Class B Principal Balance" means, at any time, an amount
equal to the Initial Class B Principal Balance, reduced by the aggregate of all
amounts with respect to Class B Principal Payment Amounts or otherwise with
respect to principal on the Class B Notes deposited in the Note Distribution
Account for payment to Holders of Class B Notes prior to such time.

"Partial Early Termination Lease" means any Lease a portion of which
relating to particular Equipment has been terminated (including because of a
Casualty Loss) prior to its scheduled expiration date.

"Partial Early Termination Lease Proceeds" means any and all cash proceeds
or rents realized from the sale or re-lease of Equipment related to the
terminated portion of a Partial Early Termination Lease (net of Liquidation
Expenses).

"Repurchased Lease" means, at any time, any Lease which has been
repurchased by the Originator pursuant to the Contribution and Sale Agreement
or by the Seller pursuant to the Pooling and Servicing Agreement, in either
case as a result of a Warranty Event.

"Restricting Event" shall be deemed to exist on any Payment Date on which
any of the following conditions has occurred and is continuing: (i) a Servicer
Default exists, (ii) the average of the sum of the Discounted Lease Balances of
Leases that are more than 90 days delinquent as of the six (6) preceding
Determination Dates exceeds two percent (2%) of the average of the Aggregate
Discounted Lease Balances as of such six (6) preceding Determination Dates, as
reflected on the most recent Monthly Statement, or (iii) two (2) times the sum
of the Discounted Lease Balances of Leases that became Defaulted Leases in the
six (6) preceding Collection Periods exceeds five percent (5%) of the average
of the Aggregate Discounted Lease Balances as of the Determination Dates
related to such six (6) preceding Collection Periods, as reflected on the most
recent Monthly Statement.

"Scheduled Lease Payment" means, with respect to any Lease, each monthly
or quarterly rent payment to be made by the related Lessee under the terms of
such Lease after the Cut-Off Date or, with respect to any Substitute Lease,
after the Substitution Cut-Off Date, in each case after giving effect to any
adjustments as a result of a portion of such Lease being terminated prior to
its scheduled expiration date (it being understood that Scheduled Lease
Payments do not include any Excluded Amounts).

"Servicing Fee Arrearage" means, for any Payment Date, any Servicing Fee
for a prior Payment Date, but remaining unpaid as of such Payment Date.

"Stated Final Maturity Date" means the Payment Date in November 2002.

"Subordination Amount" means, for any Payment Date, (A) the Aggregate
Discounted Lease Balance as of the related Determination Date plus (B) the
Available Amount for such Payment Date minus (C) the Outstanding Class A
Principal Balance on such Payment Date (all calculated after giving effect to
all payments and transfers made or to be made on such Payment Date pursuant to
clauses (a) through (i) (but without giving effect to the provisos in such
clause (i)) under the caption "Description of the Trust Agreements -- Payments
- -- Payments on Payment Dates" above).

S-32

<PAGE> 33

"Transaction Year" means the twelve month period ending on June 30 of each
year; provided that the initial Transaction Year will be the period commencing
on the Closing Date and ending on June 30, 1997.

"Unreimbursed Servicer Advances" means, at any time, the amount of all
previous Servicer Advances (or portions thereof) as to which the Servicer has
not been reimbursed as of such time pursuant to the Pooling and Servicing
Agreement and which the Servicer has determined in its sole discretion will not
be recoverable from Scheduled Lease Payments with respect to the related
Leases.

"Warranty Event" means, with respect to any Lease, that either (i) the
Originator is obligated to repurchase such Lease pursuant to the Contribution
and Sale Agreement or (ii) the Seller is obligated to repurchase such Lease
pursuant to the Pooling and Servicing Agreement.

"Warranty Purchase Price" means, with respect to a Lease and date of
determination, an amount equal to the Discounted Lease and Residual Balance as
of the preceding Determination Date, plus one month's interest thereon at the
Discount Rate, plus the amount of any unreimbursed Servicer Advances with
respect to such Lease, but in no event greater than the Discounted Lease and
Residual Balance of such Lease as of the Cut-Off Date or the Substitution
Cut-Off Date, as applicable.

S-33

<PAGE> 34

INDEX OF TERMS

Set forth below is a list of the defined terms used in this Prospectus
Supplement other than defined terms defined only in the Prospectus and the
pages on which the definitions of such terms may be found.

<TABLE>
<S> <C>
Administration Agreement S-25
Administrator S-25
Aggregate Discounted Lease and Residual Balance S-29
Aggregate Discounted Lease Balance S-29
Available Amount S-29
Business Day S-29
Casualty Loss S-29
Cede S-2
Class A Interest Arrearage S-29
Class A Interest Payment Amount S-29
Class A Interest Rate S-29
Class A Noteholders S-6
Class A Notes S-1, S-4
Class A Percentage S-29
Class A Principal Arrearage S-29
Class A Principal Payment Amount S-29
Class B Interest Arrearage S-29
Class B Interest Payment Amount S-29
Class B Interest Rate S-29
Class B Noteholders S-6
Class B Notes S-1, S-4
Class B Percentage S-29
Class B Principal Arrearage S-30
Class B Principal Payment Amount S-30
Closing Date S-1
Code S-26
Collection Account S-21
Collection Period S-30
Collections S-30
Commission S-2
Conditional Prepayment Rate S-19
Contribution and Sale Agreement S-21, S-30
CPR S-19
Cut-Off Date S-1
Definitive Class A Notes S-18
Determination Date S-6, S-30
Discount Rate S-30
Discounted Equipment Residual Value S-30
Discounted Lease and Residual Balance S-30
Discounted Lease Balance S-31
DTC S-2
Early Termination Lease S-31
Early Termination Lease Proceeds S-31
Eligible Investments S-31
Equipment S-1
Equipment Residual Value S-31
ERISA S-9
Exchange Act S-2
Excluded Amounts S-31
Expired Lease S-31
Expired Lease Proceeds S-31
Filing Locations S-8
First Union S-28
Indenture S-1, S-5
Indenture Trustee S-1, S-4
Initial Class A Principal Balance S-4
Initial Class B Principal Balance S-5

</TABLE>

S-34
<PAGE> 35

<TABLE>
<S> <C>
Insurance Policy S-31
Insurance Proceeds S-31
Investment Earnings S-32
IRS S-26
Issuer S-1, S-4
Leased Vehicles S-1
Leases S-32
Minimum Required Subordination Amount S-24
Monthly Statement S-9
Moody's S-21
Note Distribution Account S-6
Noteholders S-6
Notes S-1, S-5
Originator S-4, S-13
Outstanding Class A Principal Balance S-32
Outstanding Class B Principal Balance S-32
Owner Trust Agreement S-20
Owner Trustee S-1, S-4
Partial Early Termination Lease S-32
Partial Early Termination Lease Proceeds S-32
Payment Date S-2, S-6
Payment Deficiency S-23
Pooling and Servicing Agreement S-20
Prospectus S-2
Rating Agencies S-9
Receivables S-1
Record Date S-6
Redemption Date S-19
Redemption Price S-7
Repurchased Lease S-32
Restricting Event S-32
S&P S-9
Scheduled Lease Payment S-32
Seller S-1, S-4
Servicer S-4
Servicer Advance S-7
Servicer Purchase Price S-19
Servicing Fee S-7, S-24
Servicing Fee Arrearage S-32
Servicing Fee Rate S-7
Skipped Payment S-24
Specified Portfolio Characteristics S-11
Stated Final Maturity Date S-7, S-32
Subordination Amount S-32
Subordination Shortfall S-22
Substitute Lease S-22
Substitution Cut-Off Date S-23
Substitution Date S-22
Tax Counsel S-26
Trans Leasing S-4
Transaction Year S-33
Trust S-1, S-4
Trust Accounts S-21
Trust Agreement S-21
Trust Certificate S-2
Trust Fund S-1
Trustees S-15
Underwriter S-28
Underwriting Agreement S-28
Unreimbursed Servicer Advances S-33
Warranty Event S-33
Warranty Purchase Price S-33
</TABLE>

S-35

<PAGE> 36
PROSPECTUS
- --------------------------------------------------------------------------------
EQUIPMENT LEASE BACKED SECURITIES ISSUABLE IN SERIES

TL LEASE FUNDING CORP. IV, Seller
TRANS LEASING INTERNATIONAL, INC., Servicer

This Prospectus describes certain Equipment Lease Backed Notes (the
"Notes") and Equipment Lease Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities") that may be sold from time to time
in one or more series (each a "Series"), in amounts, at prices and on terms to
be determined at the time of sale and to be set forth in a supplement to this
Prospectus (each, a "Prospectus Supplement"). Each Series of Securities may
include one or more classes of Notes or Certificates (each, a "Class"). Each
Series of Securities will be issued either by the Seller or by a trust to be
formed by the Seller for the purpose of issuing one or more Series of
Securities (each, a "Trust"). The Seller or the Trust issuing Securities is
referred to in this Prospectus and the related Prospectus Supplement as the
"Issuer" with respect to such Securities.
The Certificates will evidence beneficial ownership in a segregated pool
of assets (each, a "Trust Fund"), and the Notes will represent indebtedness of
the related Issuer secured by a Trust Fund. As described herein and in the
related Prospectus Supplement, each Trust Fund will include leases which cover
a variety of new and used "small-ticket" medical and office equipment and
automobiles and light-duty trucks or interests therein (the "Leases"),
collections thereon, interests in the underlying equipment (the "Equipment"
and, together with the Leases, the "Receivables"), the lease files with respect
to the Leases and certain physical damage insurance policies with respect to
the Equipment, together with the proceeds thereof. The Receivables in each
Trust Fund will have been acquired by the Seller from Trans Leasing
International, Inc. or one of its affiliates (the "Originator"). If and to the
extent specified in the related Prospectus Supplement, credit enhancement with
respect to a Trust Fund or any Series or Class of Securities may include any
one or more of the following: a reserve account or accounts, letters of credit,
credit or liquidity facilities, a financial guaranty insurance policy, third
party payments or cash deposits. In addition to or in lieu of the foregoing,
credit enhancement may be provided by means of subordination among Securities
related to any Trust Fund, over-collateralization or otherwise. See
"Description of the Trust Agreements - Credit Enhancements." Trans Leasing
International, Inc. will also act as the initial Servicer for the Receivables
included in each Trust Fund.
A Series may include two or more Classes of Securities which differ as to
the timing, sequential order, priority of payment, interest rate or amount of
distributions of principal or interest or both. A Series may include one or
more Classes of Securities entitled to principal distributions, with
disproportionate, nominal or no interest distributions, or to interest
distributions, with disproportionate, nominal or no principal distributions.
The rights of one or more Classes of Securities of any Series may be senior or
subordinate to the rights of one or more other Classes of Securities.
Information regarding the Securities to be offered hereby, together with
certain characteristics of the related Receivables, will be set forth in the
related Prospectus Supplement. The rate of payment in respect of principal of
any Securities offered hereby will depend on the priority of payment of such
Securities and the rate and timing of payments on the related Receivables
(including prepayments, defaults, liquidations or repurchases of Receivables).
A rate of payment lower or higher than that anticipated may affect the weighted
average life of any Securities in the manner described herein and in the
related Prospectus Supplement. If and to the extent described in the related
Prospectus Supplement, a Series of Securities issued by a Trust may provide
that such Trust may issue additional Series of Securities from time to time.
See "The Issuer - Master Trusts" herein and "Description of the Securities"
herein and the related Prospectus Supplement.

PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER "RISK
FACTORS" ON PAGE 14 HEREIN AND IN THE RELATED PROSPECTUS SUPPLEMENT.

THE NOTES WILL REPRESENT OBLIGATIONS OF THE RELATED ISSUER ONLY AND WILL NOT
REPRESENT INTERESTS IN OR OBLIGATIONS OF THE SELLER (UNLESS THE SELLER IS THE
ISSUER), THE SERVICER, THE ORIGINATOR OR ANY OF THEIR RESPECTIVE AFFILIATES
OTHER THAN THE RELATED ISSUER. THE CERTIFICATES WILL REPRESENT BENEFICIAL
INTERESTS IN THE RELATED TRUST ONLY AND WILL NOT REPRESENT INTERESTS IN OR
OBLIGATIONS OF THE SELLER, THE SERVICER, THE ORIGINATOR OR ANY OF THEIR
RESPECTIVE AFFILIATES OTHER THAN THE RELATED TRUST. NEITHER THE SECURITIES NOR
THE UNDERLYING RECEIVABLES WILL BE GUARANTEED OR INSURED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR BY THE SELLER, THE SERVICER, THE ORIGINATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS SET FORTH IN THE
RELATED PROSPECTUS SUPPLEMENT. EXCEPT AS SET FORTH IN THE RELATED PROSPECTUS
SUPPLEMENT, SECURITIES OF ANY SERIES SHALL BE PAYABLE ONLY OUT OF THE ASSETS
INCLUDED IN THE RELATED TRUST FUND. SEE "RISK FACTORS."
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Offers of the Securities may be made through one or more different
methods, including offerings through underwriters as more fully described
herein under "Method of Distribution" and in the related Prospectus Supplement.
Prior to issuance, there will have been no market for the Securities of any
Series or Class, and there can be no assurance that a secondary market for any
Securities will develop, or if it does develop, that it will continue.
RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE. THIS PROSPECTUS MAY NOT BE
USED TO CONSUMMATE SALES OF SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT.
- --------------------------------------------------------------------------------
The date of this Prospectus is November 14, 1996.
<PAGE> 37

PROSPECTUS SUPPLEMENT

The Prospectus Supplement relating to a Series or Class of Securities to
be offered hereunder will set forth, among other things: (i) a description of
such Securities, (ii) the "Interest Rate" or other applicable rate (or the
manner of determining such rate) and authorized denominations of such
Securities; (iii) certain information concerning the Receivables and cash
accounts, letters of credit, insurance polices, financial guaranty insurance
policies, third party guarantees or other forms of credit enhancement, if any,
included in the related Trust Fund or with respect to all or part of such
Securities; (iv) the specified interest, if any, of such Securities in, and the
manner and priority of, the distributions from the related Trust Fund; (v)
information as to the nature and extent of subordination with respect to any
other Series or Class of Securities, if any; (vi) the applicable Payment Dates
(as defined herein); (vii) information regarding tax considerations with
respect to such Securities; and (viii) additional information with respect to
the method of distribution of such Securities.

AVAILABLE INFORMATION

The Seller has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Securities offered
pursuant to this Prospectus. For further information, reference is made to the
Registration Statement, which may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at 500 West
Madison, 14th Floor, Chicago, Illinois 60661 and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of the Registration Statement may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site at "http://www.sec.gov" which provides on-line access to
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.

No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and any Prospectus
Supplement with respect hereto and, if given or made, such information or
representations must not be relied upon. This Prospectus and any Prospectus
Supplement with respect hereto do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Securities
offered hereby and thereby, nor an offer of the Securities to any person in any
state or other jurisdiction in which such offer would be unlawful. The
delivery of this Prospectus at any time does not imply that information herein
is correct as of any time subsequent to its date.

This Prospectus, together with the Prospectus Supplement for each Series
or Class of Securities, will contain a summary of the material terms of the
applicable exhibits to the Registration Statement and the documents referred to
herein and therein. Copies of such exhibits are on file at the offices of the
Securities and Exchange Commission in Washington, D.C., and may be obtained at
rates prescribed by the Commission upon request to the Commission and may be
inspected, without charge, at the Commission's offices.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed with the Commission by the Seller with respect to the
Registration Statement, either on its own behalf or on behalf of a Trust,
relating to any Series or Class of Securities referred to in the accompanying
Prospectus Supplement, pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
date of this Prospectus and prior to the termination of any offering of the
Securities, shall be deemed to be incorporated by reference in this Prospectus
and to be a part of this Prospectus from the date of the filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be

-2-
<PAGE> 38

deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein (or in the accompanying Prospectus
Supplement), or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

REPORTS TO SECURITYHOLDERS

Periodic and annual unaudited reports concerning any Security and the
related Trust Fund will be provided by the Servicer to the Securityholders.
See "Description of the Securities - Reports to Securityholders." If the
Securities of a Series or Class are to be issued in book-entry form, such
reports will be provided to the Securityholder of record, and beneficial owners
of such Securities will have to rely on the procedures described herein under
"Description of the Securities - Book-Entry Registration." Such reports will
not constitute financial statements prepared in accordance with generally
accepted accounting principles.

The Seller will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above that have been or may be
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Such requests should be directed to: Chief Financial
Officer, TL Lease Funding Corp. IV, c/o Trans Leasing International, Inc., 3000
Dundee Road, Northbrook, Illinois 60062.

-3-
<PAGE> 39

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by reference to
the information with respect to the Securities of any Series or Class contained
in the related Prospectus Supplement to be prepared and delivered in connection
with the offering of such Securities. Certain capitalized terms used in the
summary and this Prospectus are defined elsewhere in this Prospectus on the
pages indicated in the "Index of Terms."

Issuer With respect to any Securities offered pursuant to
this Prospectus and the related Prospectus Supplement,
the entity issuing such Securities, which shall be
either (i) the Seller or (ii) a trust to be formed by
the Seller for the purpose of issuing one or more
Series of Securities (each, a "Trust"). See "The
Issuers."

Seller TL Lease Funding Corp. IV (the "Seller"), a Delaware
corporation and wholly-owned subsidiary of Trans
Leasing International, Inc., a Delaware corporation
("Trans Leasing"). The principal executives offices
of the Seller are located at The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware
19801, and its telephone number is (302) 658-7851.
See "The Seller."

Servicer Trans Leasing International, Inc., a Delaware
corporation (in its capacity as servicer, the
"Servicer"). The principal executive offices of the
Servicer are located at 3000 Dundee Road, Northbrook,
Illinois 60062, and its telephone number is (708)
272-1000. See "The Servicer."

Originator Trans Leasing International, Inc., a Delaware
corporation, or one of its affiliates (in its capacity
as originator of the Leases, the "Originator"). The
principal executive offices of the Originator are
located at 3000 Dundee Road, Northbrook, Illinois
60062, and its telephone number is (708) 272-1000.
See "The Originator."

Trustee The Trustee or Trustees with respect to each Series of
Securities will be specified in the related Prospectus
Supplement. If a Trust issues Notes pursuant to an
Indenture, the Trust and the Indenture will be
administered by separate, independent trustees as
required by the rules and regulations under the Trust
Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the Investment Company Act of
1940, as amended (the "Investment Company Act"). In
such case, the Trustee with respect to the Trust is
referred to herein as the "Owner Trustee" and the
Trustee with respect to the Indenture is referred to
herein as the "Indenture Trustee." The term "Trustee"
means any and all persons acting as a trustee pursuant
to a Trust Agreement, including, if applicable, both
the Owner Trustee and the Indenture Trustee.

The Securities The Equipment Lease Backed Notes (the "Notes") and the
Equipment Lease Backed Certificates (the
"Certificates" and, together with the Notes,

-4-

<PAGE> 40

the "Securities") will be sold from time to time in
one or more series (each, a "Series"). Each Series of
Securities may include one or more classes of Notes or
Certificates (each, a "Class"). The Certificates will
evidence beneficial ownership in a segregated pool of
assets (each, a "Trust Fund"), and the Notes will
represent indebtedness of the related Issuer secured
by a Trust Fund.

Each Trust which issues only Certificates will be
established pursuant to an agreement (each, a "Pooling
Agreement") by and between the Seller and the Trustee
named therein. The related Trust Fund will also be
formed and transferred to the Trust pursuant to such
Pooling Agreement.

Notes may be issued by either the Seller or a Trust
(each, an "Owner Trust") established pursuant to an
agreement (each, an "Owner Trust Agreement") by and
between the Seller and the trustee named therein (the
"Owner Trustee"). In each such case, such Issuer will
enter into an indenture (each, an "Indenture") by and
between the Issuer and the trustee named therein (the
"Indenture Trustee"). Notes will be secured by the
related Trust Fund, which will be pledged by the
Issuer to the Indenture Trustee on behalf of the
holders of such Notes under the related Indenture. In
the case of an Owner Trust, the related Trust Fund
will be formed and transferred to such Trust by the
Seller pursuant to a Pooling Agreement. Any Trust
issuing Notes may also issue Certificates.

The Receivables comprising each Trust Fund will
be serviced by the Servicer pursuant to a servicing
agreement (each, a "Servicing Agreement") by and
between the Issuer and the Servicer.

In the case of any individual Trust Fund, the
contractual arrangements relating to the establishment
of the related Trust, if any, the formation of such
Trust Fund, the transfer of such Trust Fund to the
Trust, if applicable, the servicing of the related
Receivables and the issuance of the related Securities
may be contained in a single agreement, or in several
agreements, which combine certain aspects of the
Pooling Agreement, the Owner Trust Agreement, the
Servicing Agreement and the Indenture (for example, a
pooling and servicing agreement, or a servicing and
security agreement). For purposes of this Prospectus,
the term "Trust Agreement" as used with respect to a
Trust Fund means, collectively, and except as
otherwise described in the related Prospectus
Supplement, any and all agreements relating to the
establishment of a Trust, if any, the formation of the
related Trust Fund, the transfer of the Trust Fund to
the Trust, if applicable, the servicing of the related
Receivables and the issuance of the related
Securities.

-5-

<PAGE> 41

Securities Will Be Non-Recourse.

The Certificates will represent beneficial interests
in the related Trust only and will not represent
interests in or obligations of the Seller, the
Servicer, the Originator or any of their respective
affiliates other than the related Trust. The sole
source of payment with respect to any Certificates
will be the assets of the related Trust. The Notes
will represent obligations of the related Issuer only
and will not represent interests in or obligations of
the Seller (unless the Seller is the Issuer), the
Servicer, the Originator or any of their respective
affiliates other than the related Issuer. The Notes
will be secured by the assets of the related Trust
Fund, and the sole source of payment with respect to
any Notes will be the assets of the related Trust
Fund . Notwithstanding the foregoing and as described
in the related Prospectus Supplement, certain types
of credit enhancement, such as a letter of credit,
financial guaranty insurance policy or reserve fund
may constitute a full recourse obligation of the
provider of such credit enhancement.

General Nature of the Securities as Investments.

All of the Securities offered pursuant to this
Prospectus will be rated in one of the four highest
rating categories by one or more Rating Agencies (as
defined herein).

Additionally, the Securities offered pursuant to this
Prospectus generally will be fixed income securities,
having a principal balance (or certificate balance)
and a specified interest rate ("Interest Rate"). Each
Series or Class of Securities offered pursuant to this
Prospectus may have a different Interest Rate, which
may be a fixed or an adjustable Interest Rate. The
related Prospectus Supplement will specify the
Interest Rate for each Series or Class of Securities
described therein or the initial Interest Rate and
the method for determining subsequent changes to the
Interest Rate.

A Series may include one or more Classes of
Securities ("Strip Securities") entitled (i) to
principal distributions, with disproportionate,
nominal or no interest distributions, or (ii) to
interest distributions, with disproportionate, nominal
or no principal distributions. In addition, a Series
of Securities may include two or more Classes of
Securities that differ as to timing, sequential order,
priority of payment, Interest Rate or amount of
distribution of principal or interest or both, or as
to which distributions of principal or interest or
both on any Class may be made upon the occurrence of
specified events, in accordance with a schedule or
formula or on the basis of collections from designated
portions of the related pool of Receivables. Any such
Series may include one or more Classes of Securities
("Accrual Securities"), as to which certain accrued
interest will not be distributed but rather will be
added to the principal balance (or

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<PAGE> 42

nominal balance, in the case of Accrual Securities
which are also Strip Securities) thereof on each
Payment Date or otherwise in the manner described
in the related Prospectus Supplement.

If so provided in the related Prospectus
Supplement, a Series may include one or more other
Classes of Securities that are senior to one or more
other Classes of Securities in respect of certain
distributions of principal and interest and
allocations of losses on the related Receivables. In
addition, certain Classes of senior (or subordinate)
Securities may be senior to other Classes of senior
(or subordinate) Securities in respect of such
distributions or allocations.

In addition to the Securities offered hereby,
Securities issued by any Issuer may be retained by the
Seller or sold by the Seller in transactions not
covered hereby.

General Payment Terms of Securities.

As provided in the related Trust Agreement and
as described in the related Prospectus Supplement, the
holders of the Securities (the "Securityholders") will
be entitled to receive payments on their Securities on
specified dates (each, a "Payment Date"). The related
Prospectus Supplement will specify the extent to which
Securityholders will be entitled on each Payment Date
to payments of interest and principal with respect to
such Securities. Payment Dates may occur monthly,
quarterly or semi-annually, as described in the
related Prospectus Supplement. As described in the
related Prospectus Supplement, the Payment Date will
be a specified day of each month (in the case of
quarterly-pay Securities, every third month, or in the
case of semi-annual pay Securities, every sixth
month).

With respect to each Payment Date, the date
(the "Record Date") as of which the Trustee or its
paying agent will fix the identity of the
Securityholders for the purpose of receiving payments
on such Payment Date, will be the close of business as
of the last day of the calendar month that precedes
the calendar month in which such Payment Date occurs
or such other date as specified in the related
Prospectus Supplement.

As more fully described in the related
Prospectus Supplement, each Trust Agreement will
describe a period (each, a "Collection Period")
preceding each Payment Date (for example, in the case
of monthly-pay Securities, the calendar month
preceding the month in which a Payment Date occurs)
during which collections received on or with respect
to the Receivables constituting the related Trust Fund
will be used to fund payments to the related
Securityholders on such Payment Date. As may be
described in the related Prospectus Supplement, a
Trust Agreement may provide that all or a portion of
the payments collected on or with respect to the
related

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<PAGE> 43

Receivables may be applied by the related Trustee to
the acquisition of additional Receivables during a
specified period (rather than be used to fund payments
of principal to Securityholders during such period),
with the result that the related Securities will
possess an interest-only period, also commonly
referred to as a revolving period, which shall be
followed by an amortization period. During an
amortization period, payments of principal will be
made as described in the related Prospectus
Supplement, which may include installments (which may
be fixed in amount or based upon collections) or lump
sum payments. Any such interest only or revolving
period may, upon the occurrence of certain events to
be described in the related Prospectus Supplement,
terminate prior to the end of the specified revolving
period and result in the earlier than expected
amortization of the related Securities.

In addition, and as may be described in the related
Prospectus Supplement, a Trust Agreement may provide
that all or a portion of such collected payments may
be retained by the related Trustee (and held in
certain temporary investments, including Receivables)
for a specified period prior to being used to fund
payments of principal to Securityholders. Such
retention and temporary investment by the Trustee of
such collected payments may be required by the related
Trust Agreement for the purpose of (a) slowing the
amortization rate of the related Securities relative
to the payment schedule of the related Receivables, or
(b) attempting to match the amortization rate of the
related Securities to an amortization schedule
established at the time such Securities are issued.
Any such feature applicable to any Securities would
terminate on a predetermined date certain described in
the related Prospectus Supplement or earlier upon the
occurrence of certain bankruptcy events with respect
to the Originator, the Servicer or the Seller, certain
breaches of the representations, warranties and
covenants of the Originator, the Servicer or the
Seller, and certain events relating to the performance
or composition of the related Trust Fund, all as
described in the related Prospectus Supplement, and
result in distributions to the specified
Securityholders and an earlier than expected
amortization of such Securities. In addition, as more
fully described in the related Prospectus Supplement,
in the case of quarterly-pay and semi-annual-pay
Securities, although collections on the related
Receivables may be allocated on a monthly basis,
payments to Securityholders will generally only be
made quarterly or semi-annually, as applicable.

Trust Fund As specified in the related Prospectus
Supplement, each Trust Fund will include leases which
cover a variety of new and used "small-ticket" medical
and office equipment and automobiles and light-duty
trucks ("Leased Vehicles") or interests therein (the
"Leases"), collections thereon, interests in the
underlying equipment (the "Equipment" and, together
with the Leases, the "Receivables"), the lease files
with respect to the Leases and certain physical damage
insurance policies with respect to the

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<PAGE> 44

Equipment, together with the proceeds thereof. If and
to the extent specified in the related Prospectus
Supplement, credit enhancement with respect to a Trust
Fund or any Series or Class of Securities may include
any one or more of the following: a reserve account
or accounts, letters of credit, credit or liquidity
facilities, a financial guaranty insurance policy,
third party payments or cash deposits. In addition
to or in lieu of the foregoing, credit enhancement
may be provided by means of subordination among
Securities related to a Trust Fund, over-
collateralization or otherwise. See "Description of
the Trust Agreements - Credit Enhancements."

With respect to the Receivables comprising each Trust
Fund, the Seller will acquire the related Receivables
from the Originator pursuant to a Contribution and
Sale Agreement (as defined below). The Seller will
either transfer its interests in such Receivables to a
Trust (including an Owner Trust) pursuant to a Pooling
Agreement or pledge (or such Trust may pledge) its
interests in such Receivables to an Indenture Trustee
on behalf of Securityholders pursuant to an Indenture.
The Leases transferred to a Trust and/or pledged to a
Trustee shall have a Discounted Lease Balance (as
defined below) and/or a Discounted Lease and Residual
Balance (as defined below), as the case may be, as of
the related date specified in the related Prospectus
Supplement as the Cut-Off Date (the "Cut-Off Date").
On the date of issuance, the initial principal amount
of any Notes and the initial certificate balance of any
Certificates issued and sold hereunder will not exceed
the aggregate Discounted Lease Balance of all Leases
included in the related Trust Fund.

As more fully described in the related Prospectus
Supplement, (a) the "Discounted Lease Balance" of a
Lease as of any date is generally the present value of
all of the remaining payments scheduled to be made
with respect to such Lease, discounted at a rate
specified in the related Prospectus Supplement; and
(b) the "Discounted Lease and Residual Balance" of any
Lease as of any date is generally the present value of
all of the remaining payments scheduled to be made
with respect to such Lease plus the present value of
the estimated residual value of the underlying
Equipment, including the effect of any purchase
options (the "Residual Value"), in each case,
discounted at a rate specified in the related
Prospectus Supplement.

Leases The Leases will cover a variety of new and used "small
-ticket" medical and office equipment and automobiles
and light-duty trucks. The Lessees consist primarily
of private practice physicians, osteopaths, dentists
and other healthcare providers and, to a lesser extent,
attorneys, accountants and other business
professionals. The Leases will have been originated
or acquired by the Originator in the ordinary course
of its business. The Leases generally will consist of
non-cancelable lease agreements with a term of one to
five years, which provide for equal periodic lease
payments

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<PAGE> 45

that will be due and payable generally on a monthly
basis (or, in some cases, on a quarterly basis) over
the lease term. The Leases consist of both operating
leases and finance leases, with a majority of the
Leases being finance leases.

All of the Leases will be "net leases" (i.e., the
lessee with respect to such Lease (the "Lessee")
assumes all responsibility with respect to the
Equipment, including the obligation to pay all costs
relating to its operation, maintenance and repair
other than normal wear and tear). In addition, all
Leases will contain "hell or high water" clauses
unconditionally obligating the Lessee to make periodic
payments at the time and on the dates specified in the
Lease, notwithstanding damage to or destruction of the
Equipment, and assignees of the Originator will not be
subject to any claims the Lessee may have against the
Originator. The Leases will require that the Lessee
keep the Equipment fully insured against loss until
the Lease is paid in full or, in the case of Leased
Vehicles, during the term of the Lease and until the
Leased Vehicle is returned to the Lessor. At the end
of each Lease, in accordance with arrangements
typically made at the time the Lease is originated,
the Lessee generally will have the option (i) to renew
the Lease, (ii) to return the Equipment or (iii) to
purchase the Equipment. See "The Receivables - The
Leases."

While the Lessee will have the full benefit of the
manufacturer's warranties with respect to the leased
Equipment (including vehicles), the Leases will
expressly disclaim all expressed and implied
warranties of the Originator as to the leased
Equipment (including vehicles). Under the terms of the
Leases, the Originator generally will retain title to
the related Equipment and will have the right to
assign the Lease and transfer the related Equipment
without the consent of the Lessee. The terms of the
Leases will not provide the Lessees with the option to
prepay, though the Servicer may allow prepayments on a
case by case basis, including in connection with
equipment upgrades and add-ons as described herein and
in the related Prospectus Supplement.

Equipment The Equipment generally will be a variety of new and
used "small-ticket" medical and office equipment and
automobiles and light duty trucks. Types of medical
and office equipment on lease may include, without
limitation, automated laboratory systems, endoscopy
systems, blood analyzers, intra-oral cameras,
ambulatory monitors, electrocardiogram machines, exam
tables, personal computers, telephone systems,
photocopiers and facsimile machines. The Leased
Vehicles will be new and used automobiles and light
trucks that under the terms of the related Lease may
not be used to transport goods or persons for hire.
With respect to each Trust Fund, the number and
Discounted Lease Balance and/or Discounted Lease and
Residual Balance of Leases with respect to Leased
Vehicles in such Trust Fund, as of the related Cut-Off
Date, and, in the case of Master Trusts, any
limitations on the inclusion of

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<PAGE> 46

additional Leases with respect to Leased Vehicles in
the related Trust Fund from time to time will be as
described in the related Prospectus Supplement.

Credit Enhancement If and to the extent specified in the related
Prospectus Supplement, credit enhancement with respect
to a Trust Fund or any Series or Class of Securities
may include any one or more of the following: a
reserve account or accounts, letters of credit, credit
or liquidity facilities, a financial guaranty
insurance policy, third party payments or cash
deposits. In addition to or in lieu of the foregoing,
credit enhancement may be provided by means of
subordination among Securities related to a Trust
Fund, over-collateralization or otherwise.

Any form of credit enhancement will have certain
limitations and exclusions from coverage thereunder,
which will be described in the related Prospectus
Supplement. See "Description of the Trust Agreements
- Credit Enhancements."

As provided in the related Trust Agreement, the source
of payment for any Securities will be the assets of
the related Trust Fund only. However, as may be
described in the related Prospectus Supplement, the
terms of any Securities may include the right to
receive moneys from a common pool of credit
enhancement which may be available for Securities with
respect to more than one Trust Fund, such as a master
reserve account or accounts, master insurance policy
or a master collateral pool consisting of similar
Receivables. Notwithstanding the foregoing, and as
described in the related Prospectus Supplement, no
payment received on any Receivable that is part of any
Trust Fund may be applied to the payment of Securities
secured by any other Trust Fund (except to the limited
extent that certain collections in excess of the
amounts needed to pay the related Securities may be
deposited in a common master reserve account or
accounts or a common over-collateralization account
that provides credit enhancement for Securities
related to separate Trust Agreements).

Issuance of Additional
Series As may be described in the related Prospectus
Supplement, a Trust Agreement (including a Pooling
Agreement or an Owner Trust Agreement) may provide
that, pursuant to any one or more supplements to such
Trust Agreement, the Seller may cause the Trustee on
behalf of the related Trust (each, a "Master Trust")
to issue one or more new Series of Securities from
time to time. Under each such Trust Agreement (each,
a "Master Trust Agreement"), the Seller may determine
the terms of any such new Series. A new Series to be
issued by a Master Trust which has a Series
outstanding may only be issued upon satisfaction of
the conditions described herein under "The Issuers -
Master Trusts," including, among others, that such
issuance will not affect adversely the rating of any
related Rating Agency then applicable to any
outstanding Securities issued by such Master Trust
offered hereby. Other applicable conditions, if any,
will be set forth in the related Prospectus
Supplement. See "The Issuers - Master Trusts."

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<PAGE> 47
Substitution of Leases
and Equipment Subject to the limitations set forth in the related
Prospectus Supplement, the Seller may have the right
(but not the obligation) to substitute a comparable
lease for any Lease that defaults, terminates prior to
its scheduled termination date or becomes subject to
purchase by the Originator, the Seller or the Servicer
as a result of a breach of the representations,
warranties or covenants made by the Originator, the
Seller or the Servicer, as applicable, with respect to
such Lease. See "Description of Trust Agreements -
Substitution" herein and in the related Prospectus
Supplement. The Seller may also have the right to
substitute Equipment under any Lease for comparable
Equipment as described under "Description of the Trust
Agreements - Substitution."

Servicing; Servicer's
Compensation The Servicer will be responsible for servicing,
administering and enforcing the Receivables in each
Trust Fund, making collections thereon and maintaining
custody of the related Leases. To the extent and for
the purposes set forth in the related Prospectus
Supplement, the Servicer will also make advances with
respect to the Receivables in each Trust Fund. As
compensation for its services, the Servicer shall be
entitled to receive a fee with respect to the Leases
of each Trust Fund equal to a specified percentage of
the value of the assets held in the related Trust Fund
and to other amounts as set forth in the related
Prospectus Supplement. See "Description of the Trust
Agreements - Servicing Compensation" herein and the
related Prospectus Supplement.

Optional Termination The Servicer, the Originator, the Seller or certain
other entities specified in the related Prospectus
Supplement may, at their respective options, effect
early retirement of a Series or Class of Securities
under the circumstances and in the manner set forth
herein under "Description of the Trust Agreements -
Termination" herein and the related Prospectus
Supplement.

Tax Considerations Securities offered hereby will, for federal income tax
purposes, constitute one of the following: (i) debt
issued by a Trust or by the Seller, (ii) interests in
a Trust treated as a grantor trust under applicable
provisions of the Code or (iii) interests in a Trust
which is treated as a partnership under applicable
provisions of the Code.

Investors are advised to consult their tax
advisors and to review "Certain Tax Considerations"
herein and in the related Prospectus Supplement.

ERISA Considerations For a discussion of the considerations under the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), relevant to the purchase of any
Securities offered hereby by employee benefit plans
and individual retirement accounts, see "ERISA
Considerations" herein and in the related Prospectus
Supplement.

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<PAGE> 48

Certain Legal Aspects
of the Receivables Because of the administrative burden and expense that
would be entailed in recording or filing financing
statements in every state where Equipment is located
and retitling each of the Leased Vehicles in the name
of the Seller, the related Trust or the related
Trustee, financing statements will be recorded or
filed only in the states set forth in the related
Prospectus Supplement and (unless the Seller otherwise
agrees with respect to any Trust Fund and so indicates
in the related Prospectus Supplement) the Leased
Vehicles will not be retitled in the name of the
Seller, the related Trust or the related Trustee. See
"Risk Factors - Interest in the Equipment" and " -
Interest in the Lease Vehicles" and "Certain Legal
Aspects of the Receivables - Interest in the
Equipment" and " - The Trustee's Interest in the
Leased Vehicles."

Book-Entry Registration Securities may be represented by global securities
registered in the name of Cede & Co. ("Cede"), as
nominee of The Depository Trust Company ("DTC"), or
another nominee of DTC. In such case, Securityholders
will not be entitled to receive definitive Securities
representing such Securityholders' beneficial
interests, except in certain circumstances described
herein. See "Description of the Securities -
Book-Entry Registration."

Investment Companies Neither the Seller nor any Trust will register as an
"investment company" under the Investment Company Act.

Ratings Each Series or Class of Securities offered pursuant to
this Prospectus and the related Prospectus Supplement
will be rated in one of the four highest rating
categories by one or more "national statistical rating
organizations," as defined in the Exchange Act and
commonly referred to as "Rating Agencies." The term
"Rating Agencies" as used herein with respect to any
Securities at any time refers to those Rating Agencies
requested by the Seller to rate such Securities that
are then rating such Securities. Such ratings will
address, in the opinion of the related Rating
Agencies, the likelihood that the Issuer will be able
to make timely payment of interest on and the ultimate
repayment of principal of the related Securities in
accordance with the terms thereof. Such ratings will
neither address any prepayment or yield considerations
applicable to any Securities nor constitute a
recommendation to buy, sell or hold any Securities.
See "Risk Factors - Security Ratings."

The ratings expected to be received with respect to
any Securities offered hereby will be set forth in the
related Prospectus Supplement.

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<PAGE> 49

RISK FACTORS

Prospective investors should consider, among other things, the following
factors in connection with the purchase of the Securities.

LIMITED LIQUIDITY

There can be no assurance that a secondary market for the Securities of
any Series or Class will develop or, if it does develop, that it will provide
Securityholders with liquidity of investment or that it will continue for the
life of such Securities. The Prospectus Supplement for any Series or Class of
Securities may indicate that an underwriter specified therein intends to
establish and maintain a secondary market in such Securities; however, no
underwriter will be obligated to do so. The Securities will not be listed on
any securities exchange.

LIMITED ASSETS; SUBORDINATION

Each Trust Fund will not have, nor is it permitted or expected to have,
any significant assets or sources of funds other than the related Receivables
and, to the extent provided in the related Prospectus Supplement, the related
reserve account(s) and any other credit enhancement. The Certificates will
represent beneficial interests in the related Trust only and will not represent
interests in or obligations of the Seller, the Servicer, the Originator or any
of their respective affiliates other than the related Trust. The sole source
of payment with respect to any Certificate will be the assets of the related
Trust. The Notes will represent obligations of the related Issuer only and
will not represent interests in or obligations of the Seller (unless the Seller
is the Issuer), the Servicer, the Originator or any of their respective
affiliates other than the related Issuer. The Notes will be secured by the
assets of the related Trust Fund, and the sole source of payment with respect
to any Note will be the assets of the related Trust Fund. No Securities will
be insured or guaranteed by the Originator, the Seller, the Servicer or the
applicable Trustee(s), except as set forth in the related Prospectus
Supplement. Consequently, holders of Securities must rely for repayment
primarily upon payments on the related Receivables and, if and to the extent
available, amounts on deposit in the reserve account(s), if any, and any other
credit enhancement, all as specified in the related Prospectus Supplement. In
addition, to the extent specified in the related Prospectus Supplement,
distributions of interest and principal on one Class or Series of Securities
may be subordinated in priority of payment to interest and principal due on
other Classes or Series of Securities.

MATURITY AND PREPAYMENT CONSIDERATIONS

Because the rate of payment of principal on the Securities will depend,
among other things, on the rate of payment on the related Leases, the rate of
payment of principal on any Securities cannot be predicted. Payments on the
Leases will include scheduled payments as well as payments upon the liquidation
of Defaulted Leases, prepayments resulting from partial and full prepayments
(to the extent permitted by the Servicer in accordance with the related Trust
Agreement and not replaced with substitute Leases), payments upon acquisitions
by the Originator, the Servicer or the Seller of Leases from the related Trust
Fund on account of a breach of certain representations, warranties and
covenants as and to the extent provided in the related Trust Agreement,
payments upon an optional acquisition by the Originator, the Servicer or the
Seller of Leases from the related Trust Fund in connection with the redemption
of Securities or the termination of the Trust Fund, and amounts received as
residual payments or upon sale or other disposition of Equipment following the
termination or expiration of the related Lease. The rate of early terminations
of Leases and defaults may be influenced by a variety of economic and other
factors, including, among others, changes in the reimbursement policies of
governmental or third-party payors, obsolescence of the Equipment, changes in
the local, regional or national economies or changes in federal income tax
laws. Trans Leasing generally does not maintain records of the historical
prepayment experience of its portfolio of Leases. There can be no assurance as
to the level of prepayments (including as a result of the acquisition of Leases
as described

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<PAGE> 50

above) that a particular Trust Fund will experience. The effects on
Securityholders will also be affected by the ability, if any, of the Seller to
substitute Leases within a Trust Fund and the availability of Leases for
substitution. The risk of reinvesting distributions of the principal of the
Securities will be borne by the Securityholders. The yield to maturity on Strip
Securities or Securities purchased at premiums or discounts to par will be
extremely sensitive to the rate of prepayments on the related Receivables. In
addition, the yield to maturity on certain other types of Classes of Securities,
including Strip Securities, Accrual Securities or certain other Classes in a
Series including more than one Class of Securities, may be relatively more
sensitive to the rate of prepayment of the related Leases than other Classes of
Securities.

Securityholders should consider, in the case of Securities purchased at a
discount, the risk that a slower than anticipated rate of prepayments on the
Receivables could result in an actual yield that is less than the anticipated
yield and, in the case of any Securities purchased at a premium, the risk that
a faster than anticipated rate of prepayments on the Receivables could result
in an actual yield that is less than the anticipated yield.

MASTER TRUSTS

As may be described in the related Prospectus Supplement, a Master Trust
may issue from time to time more than one Series. While the terms of any
additional Series will be specified in a supplement to the related Master Trust
Agreement, the provisions of such supplement and, therefore, the terms of any
additional Series, will not be subject to prior review by, or consent of,
holders of the Securities of any Series previously issued by such Master Trust.
Such terms may include methods for determining the allocation of collections,
provisions creating different or additional security or credit enhancements and
any other provisions which are made applicable only to such Series. The
obligation of the related Trustee to issue any new Series is subject to the
condition, among others, that such issuance will not result in any applicable
Rating Agency reducing or withdrawing its then current rating of any
outstanding Securities issued by such Trust. There can be no assurance,
however, that the terms of any Series might not have an impact on the timing or
amount of payments to be received by a Securityholder of another Series issued
by the same Master Trust. See "The Issuers - Master Trusts."

With respect to each Master Trust, the Seller will purchase from the
Originator and transfer to such Master Trust additional Receivables from time
to time as more fully described in the related Prospectus Supplement. Such
Receivables generally will satisfy the same criteria as Receivables included in
such Master Trust at the time of formation, although the Originator will have
the ability to change its underwriting criteria to the extent set forth in the
related Prospectus Supplement. There can be no assurance that such additional
Receivables will be identical to or will perform as well as or better than the
Receivables included in such Master Trust at the time of formation. The Seller
will pay for the purchase of such additional Receivables with (i) amounts it
receives from the related Master Trust from collections on Receivables included
in the related Trust Fund to the extent provided in the related Trust Agreement
and described in the related Prospectus Supplement and (ii) proceeds from the
issuance of additional Securities by such Master Trust.

INSOLVENCY AND BANKRUPTCY MATTERS

The Seller has taken steps in structuring the transactions contemplated
hereby intended to make it unlikely that the Seller will be subject to a
voluntary or involuntary petition for relief under the United States Bankruptcy
Code or similar applicable federal or state laws ("Insolvency Laws") or that
the voluntary or involuntary petition for relief by the Originator under the
Insolvency Laws will result in consolidation of the assets and liabilities of
Seller with those of the Originator. Such steps generally involve the creation
of the Seller as a separate, limited purpose subsidiary, with a certificate of
incorporation which contains certain limitations on the nature of its business.
The Seller's certificate of incorporation also includes a restriction on the
Seller's ability to commence a voluntary case or proceeding under any
Insolvency Law without the prior unanimous affirmative vote of all its
directors. In addition, with respect to each Trust Fund, the Trustee and

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all Securityholders will covenant that they will not, until at least one year
and one day after the termination of the related Trust Agreement, institute
against the Seller or the related Trust, if any, any bankruptcy, reorganization
or other proceeding under any Insolvency Laws. If, notwithstanding the
foregoing measures, a court concluded that the assets and liabilities of the
Originator include those of the Seller in the event of a bankruptcy of the
Originator, or a filing were made under any Insolvency Laws by or against the
Seller, or an attempt were made to litigate the consolidation issue, then
delays in distributions on Securities (and possible reductions in the amount of
such distributions) could occur.

With respect to each Trust Fund, the related Contribution and Sale
Agreement will require that the Originator sell and contribute the related
Receivables to the Seller. It is intended by the Originator and the Seller
that each transfer of Receivables by the Originator to the Seller constitute a
"true sale" or a "true contribution" of such Receivables, such that such
Receivables do not constitute assets of the Originator in the event of a
bankruptcy of the Originator. However, in the event of a bankruptcy of the
Originator, a court, among other remedies, could attempt to recharacterize the
transfer of the Receivables by the Originator to the Seller as a borrowing by
the Originator from the Seller (or the related Securityholders), secured by a
pledge of such Receivables. Such an attempt, even if unsuccessful, could
result in delays in payments on the Securities or (should the court
recharacterize the transfer) could result in reductions in payments on the
Securities. If the transfer of Receivables to the Seller were so
recharacterized, then a tax or other similar lien on the property of the
Originator may have priority over the interest of the Seller and the related
Trust or Trustee in such Receivables.

While the Originator is the Servicer, cash collections held by the
Originator may, subject to certain conditions, be commingled and used for the
benefit of the Originator prior to each Payment Date and, in the event of the
bankruptcy of the Originator, the Seller, a Trust or Trustee may not have a
perfected interest in such collections. See "The Servicer - Collection
Policies."

INTERESTS IN THE LEASES

In connection with the formation of each Trust Fund, the Originator will
sell and contribute to the Seller all of its right, title and interest in the
related Receivables, pursuant to a Contribution and Sale Agreement in which the
Originator will represent and warrant that the sale and contribution of the
Leases by it to the Seller is a valid sale, transfer and conveyance of its
interests in such Leases. The Seller will warrant in a Trust Agreement (a) if
the Seller retains title to the Receivables, that the Trustee or Indenture
Trustee for the benefit of Securityholders has a valid security interest in
such Leases, or (b) if the Seller transfers such Receivables to a Trust, that
either (i) the transfer of the Receivables to such Trust is a valid assignment,
transfer and conveyance of the Seller's interests in such Leases to the Trust
or (ii) the Trustee on behalf of the Securityholders has a valid security
interest in such Leases. Any such Trust to which Receivables are transferred
may in turn pledge its interest in such Receivables to secure Notes under the
related Indenture.

Under each Trust Agreement, the Servicer will have possession of the Lease
Files (as defined herein), including the Leases. There are certain limited
circumstances under the Uniform Commercial Code (the "UCC") and applicable
federal law under which third parties could have an interest in a Receivable
with priority over the interest of the Seller and the related Trust or Trustee.
If, through inadvertence or otherwise, a third party were to purchase
(including the taking of a security interest in) a Lease for new value in the
ordinary course of its business, without actual knowledge of the interests of
the related Trust or Trustee, and take possession of a Lease, the purchaser may
acquire an interest in such Lease superior to the interest of the Seller, the
Trust and/or the Trustee, as applicable. See "Certain Legal Aspects of the
Receivables." In addition, to the extent the transfer of Receivables from the
Seller to a Trust or a Trustee is a pledge (or is characterized as a pledge),
then a tax or other similar lien on the property of the Seller may have
priority over the interests of the Trust or the Trustee in such Receivables.
Furthermore, as described above, if the Originator or the Seller is rendered
insolvent, such event of insolvency may result in competing claims to ownership
or security interests in the Receivables. Such claims, even if unsuccessful,
could result in delays

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in payments on the Securities. If successful, such claims could result in
losses to the Securityholders or an acceleration of the repayment of the
Securities. The Originator and the Seller will make certain representations
and warranties with respect to the ownership of the Receivables as of the date
of the transfer to the Seller and the Trust, if any, respectively. See
"Description of the Trust Agreements - Representations and Warranties."

INTEREST IN THE EQUIPMENT

As described above, in each Contribution and Sale Agreement, the
Originator will sell and/or contribute to the Seller all of its right, title
and interest in and to the related Equipment. In connection therewith and,
subject to the matters described in the following paragraphs, the Originator
will represent and warrant that either it is the sole owner of such Equipment
or it has a security interest therein. The Seller in turn will transfer its
interest in such Equipment (which may be an ownership interest or a security
interest) to a Trust or pledge its interest in such Equipment to the Trustee
for the benefit of the Securityholders. Pursuant to a Trust Agreement, the
Seller will warrant (a) if the Seller transfers such Equipment to a Trust, that
such transfer is either a valid assignment, transfer and conveyance of its
interest in such Equipment to the Trust or it has granted to the Trust a
security interest in its interest in such Equipment, or (b) if the Seller
pledges its interest in such Equipment to a trust, that it has granted to the
Trustee for the benefit of Securityholders, a valid security interest in its
interest in such Equipment, in each case, subject to the matters described in
the following paragraphs. Any such Trust to which Equipment is transferred may
in turn pledge its interest in such Equipment to secure Notes under the related
Indenture.

The related Prospectus Supplement will set forth the states (or the
criteria for determining the states) in which UCC financing statements
identifying the Equipment transferred or pledged as collateral to the Seller,
the related Trust or the related Trustee on behalf of the Securityholders,
respectively, will be filed. Because of the administrative burden and expense
that would be entailed in so doing, the Originator, the Seller and any Trust
will not file, and will not be required to file, UCC financing statements
identifying all the related Equipment in all jurisdictions in which such
Equipment is located. In the absence of such filings, any ownership interest
or security interest in Equipment located in states where no filings were made
will not be perfected in favor of the Seller, the related Trust or the related
Trustee, as the case may be. As a result, the Seller, the Trust or Trustee
could lose priority of its ownership interest or security interest in such
Equipment. None of the Originator, the Seller or the Servicer will have any
obligation to reacquire Equipment as to which such aforementioned occurrence
results in the loss of lien priority after the date such Trust Fund receives an
interest in such Equipment. In addition, under the Originator's current
policies, it generally does not file UCC financing statements against the
lessee to perfect the Originator's interest in the equipment under lease unless
the initial purchase price of such equipment exceeds $7,500. Therefore,
certain creditors of such a lessee may have claims against such equipment equal
to or superior to those of the Seller, the Trust or the Trustee.

INTEREST IN THE LEASED VEHICLES

Because of the administrative burden and expense in so doing, the Leased
Vehicles may not be retitled in the name of the Seller, the related Trust or
the related Trustee on behalf of the Securityholders. The related Prospectus
Supplement will set forth the extent to which the Seller has agreed to so
retitle the Leased Vehicles. In the absence of such retitling, any ownership
interest or security interest in Leased Vehicles located in states where
retitling is required will not be perfected in favor of the Seller, the related
Trust, or the related Trustee, as the case may be. As a result, the Seller,
the Trust, or the Trustee could lose priority of its ownership interest or
security interest in such Leased Vehicles. See "Certain Legal Aspects of the
Receivables - The Trustee's Interest in the Leased Vehicles."

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LIMITATIONS ON RECOVERIES; EQUIPMENT OBSOLESCENCE

In the event a Lease becomes a Defaulted Lease (as defined herein), the
Servicer will seek to repossess and dispose of the related Equipment. Because
the market value of equipment generally declines with age and may be subject to
sudden, significant declines in value due to technological obsolescence, in the
event of a repossession and sale of Equipment subject to a Defaulted Lease, the
entire amount due on such Lease may not be recovered. Other factors that may
also affect the ability to realize the full amount due on a Lease include
whether UCC financing statements to perfect the Originator's interest in the
Equipment had been filed, damage or loss of any item of Equipment, and the
application of Insolvency Laws. In addition, the enforcement of rights to
realize on the Receivables are subject to a number of federal and state laws,
including the UCC as in effect in the various states. See "Certain Legal
Aspects of the Receivables - Repossession and Resale of Equipment." As a
result, the Securityholders may be subject to delays in receiving payments and
suffer loss of their investment in the Securities.

LIMITATIONS ON RESIDUAL VALUE

The Servicer will be obligated to sell the Equipment subject to a Lease at
the termination or expiration of such Lease, including to the Lessee pursuant
to any applicable purchase option. Because the market value of equipment
generally declines with age and may be subject to sudden, significant declines
in value due to technological obsolescence, the entire amount of the Residual
Value may not be recovered. Other factors that may also affect the ability to
realize the full amount of the Residual Value include whether the Equipment is
returned to the Servicer upon termination or expiration of such Lease and
whether there has been damage to or loss of any item of Equipment. There can
be no assurance as to the amount the Servicer will be able to realize on any
such Equipment at such time.

DELINQUENCIES AND LOSSES

There can be no assurance that the historical levels of delinquencies and
losses experienced by the Servicer on its equipment lease portfolio (including
leases that it has previously sold and continues to service) will be indicative
of the performance of the Leases included in any Trust Fund or that such levels
will continue in the future. Delinquencies and losses occur for a variety of
reasons and could increase significantly. Although the Seller and the Servicer
do not maintain data regarding the specific factors causing a particular lease
to default or the correlation between the Servicer's delinquency and loss
experience, on one hand, and specific and general economic or other variables,
on the other, the Seller believes that changes in the reimbursement policies of
governmental or third-party payors, obsolescence of the Equipment, changes in
the local, regional or national economies or changes in federal income tax laws
could significantly effect the level of delinquencies and losses with respect
to the Leases included in any Trust Fund.

SECURITY RATINGS

A rating is not a recommendation to purchase, hold or sell the Securities
to which it relates, inasmuch as such rating does not comment as to the market
price or suitability for a particular investor. The rating of a Security
addresses the likelihood of the timely payment of interest on and the ultimate
repayment of principal of such Security pursuant to its terms. Ratings do not
generally address any prepayment or yield considerations. The rating of
Securities enhanced by credit or liquidity facilities, letter of credit,
financial guaranty insurance policy or other forms of third party credit
enhancement will depend, in part, on the creditworthiness of the provider
thereof. Any reduction in the rating assigned to the claims-paying ability of
a provider of such credit enhancement below the rating then given to the
related Securities would likely result in a reduction in the rating of such
Securities. There can be no assurance that a rating will remain for any given
period of time or that a rating will not be lowered or withdrawn entirely by a
Rating Agency if in such Rating Agency's judgment circumstances in the future
so warrant. Ratings do not constitute a recommendation to buy, sell or hold
any Securities.

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CERTAIN UCC CONSIDERATIONS

Certain states have adopted a version of Article 2A ("Article 2A") of the
UCC that purports to codify many provisions of existing common law. Although
there is little precedent regarding how Article 2A will be interpreted, it may,
among other things, limit the enforceability of any "unconscionable" lease or
"unconscionable" provision in a lease, provide a lessee with remedies,
including the right to cancel the lease, for certain lessor breaches or
defaults, and may add to or modify the terms of "consumer leases" and leases
where the lessee is a "merchant lessee." Article 2A does, however, recognize
typical commercial lease "hell or high water" rental payment clauses and
validates reasonable liquidated damages provisions in the event of lessor or
lessee defaults. Article 2A also recognizes the concept of freedom of contract
and permits the parties in a commercial context a wide degree of latitude to
vary provisions of the law. Under the Originator's standard form of lease for
Equipment other than Leased Vehicles, each lessee agrees, to the extent
permitted by applicable law, to waive its rights and remedies as a lessee under
Article 2A and to treat the lease as a "finance lease" for purposes of Article
2A if Article 2A is deemed to apply to such lease.

VICARIOUS TORT LIABILITY

Although the Originator, the Seller or the Issuer may own the Leased
Vehicles, the Leased Vehicles will be operated by the related Lessees and their
respective invitees. State laws differ as to whether anyone suffering injury
to person or property involving a leased vehicle may bring an action against
the owner of the vehicle merely by virtue of that ownership.

Some state statutes provide that a victim of such an accident has no such
cause of action against the owner of the leased vehicle arising from the
negligent operation of such leased vehicle, unless the owner has negligently
entrusted or continues to negligently entrust the vehicle to an inappropriate
lessee. Other state statutes provide that the owner of a motor vehicle that is
subject to a lease having an initial term of at least one year is exempt from
liability for tort claims arising out of the negligent operation of the leased
vehicle or negligent acts of the operator in the event of an accident in which
the leased vehicle is involved if the lessee is required under the lease to
maintain certain specified levels of insurance, and such insurance is in
effect. Generally, the Leases with respect to Leased Vehicles contain
provisions requiring the Lessees to maintain insurance.

Actions by third parties might arise against the owner of a Leased Vehicle
based on legal theories other than negligence, such as a product defect or
improper vehicle preparation prior to the origination of the related lease.
Even if the Seller or the Issuer were to be the subject of an action for
damages as a result of its ownership of a Leased Vehicle, such damages may be
covered by insurance. In the event that all such insurance coverage were
exhausted and damages were assessed against the related Issuer, claims could be
imposed against the assets of such Issuer. However, such claims would not take
priority over any items comprising the related Trust Fund to the extent that
the related Trustee has a perfected security interest therein. If any such
claims were imposed against the assets of that Issuer, Securityholders could
incur a loss on their investment. See "Certain Legal Aspects of the
Receivables - Vicarious Tort Liability".

CONSUMER PROTECTION LAWS

Numerous federal and state consumer protection laws, including the federal
Consumer Leasing Act of 1976 and Regulation M promulgated by the Board of
Governors of the Federal Reserve System impose requirements on leases such as
the Leases. These laws apply to the Originator as the original lessor and may
also apply to each Issuer as assignee of the Leases or to the Trustee if it
acts to enforce its security interest in the Leases. The failure by the
Originator to comply with such requirements may give rise to liabilities on the
part of the Originator, the Issuer and the Trustee, and claims by such parties
may be subject to set-off as a result of such noncompliance. Certain state
laws that provide vehicle users certain rights in respect of substandard
vehicles (commonly referred to as "Lemon Laws") may apply to one or more of the
Leased

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Vehicles. A successful claim under an applicable Lemon Law could result in,
among other things, the termination of the related Lease or require the
refunding of a portion of prior scheduled monthly payments. See "Certain Legal
Aspects of the Receivables - Consumer Protection Laws." The Originator will
warrant in the related Contribution and Sale Agreement (which warranties will
be assigned to the related Trust, if any) that the Leases are not subject to
any right of recession, set-off, counterclaim or defense and that the Leases
did not, at the time the Leases were made, violate state or federal law. In
the event of a breach of such warranty, under certain circumstances, the
Originator or the Seller will be required to purchase the affected Leases. See
"The Receivables - The Leases."

BOOK-ENTRY REGISTRATION

The issuance of any Securities in book-entry form may reduce the liquidity
of such Securities in the secondary trading market since investors may be
unwilling to purchase Securities for which they cannot obtain definitive
physical securities representing such Securityholders' interests, except in
certain limited circumstances described herein.

Since transactions in Securities in book-entry form will be able to be
effected, in most cases, only through DTC and direct or indirect participants
in DTC's book-entry system ("Direct Participants" or "Indirect Participants"),
the ability of a Securityholder to pledge a Security to persons or entities
that do not participate in the DTC system, or otherwise to take actions in
respect to such Securities, may be limited due to lack of a physical security
representing the Securities.

Holders of Securities in book-entry form may experience some delay in
their receipt of distributions of interest on and principal of such Securities
since distributions will be forwarded by the Trustee to DTC and, in such case,
DTC will be required to credit such distributions to the accounts of its Direct
Participants which thereafter will be required to credit them to the accounts
of the applicable Securityholders, either directly or indirectly through
Indirect Participants. See "Description of the Securities - Book-Entry
Registration."

THE SELLER

TL Lease Funding Corp. IV (the "Seller") was incorporated in the State of
Delaware in April 1995 and is a wholly-owned, limited purpose subsidiary of
Trans Leasing. The Seller's principal executive offices are located at The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. Its
telephone number is (302) 658-7851.

Seller has taken and will take steps in structuring the transactions
contemplated hereby that are intended to make it unlikely that Seller will be
subject to a voluntary or involuntary petition for relief under the Insolvency
Laws or that the voluntary or involuntary petition for relief by Trans Leasing
under the Insolvency Laws will result in consolidation of the assets and
liabilities of Seller with those of Trans Leasing. These steps include the
creation of Seller as a separate, limited-purpose subsidiary pursuant to a
certificate of incorporation containing certain limitations, including
restrictions on the nature of Seller's business. Seller's certificate of
incorporation also provides that a unanimous affirmative vote of directors is
required for the Seller to commence a voluntary case or proceeding under the
Insolvency Laws and that, at all times at which the directors of Seller shall
take or be required to take any action, there be at least one director who
qualifies as an "Independent Director" under the certificate of incorporation.
In addition, the holders of Securities, by accepting delivery thereof, and the
Trustee will covenant that they will not, until one year and one day after the
termination of the related Trust Agreement, institute against Seller any
bankruptcy, reorganization or other preceding under any Insolvency Laws. See
"Risk Factors - Insolvency and Bankruptcy Matters."

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THE ISSUERS

GENERAL

The Securities offered hereby will be issued either by (i) the Seller or
(ii) a Trust (which may be an Owner Trust) established by the Seller pursuant
to a Pooling Agreement or an Owner Trust Agreement. For purposes of this
Prospectus and the related Prospectus Supplement, the Seller or the Trust
issuing the related Securities shall be referred to as the "Issuer" with
respect to such Securities. Each Trust may issue Certificates and, if it is an
Owner Trust, Notes. The Seller may issue and sell only Notes hereunder. The
Trust Fund related to each Trust will be formed and transferred to such Trust
pursuant to the related Pooling Agreement and, in the case of Notes issued by
the Seller, the related Trust Fund will be formed and pledged to the related
Trustee pursuant to the related Indenture.

Each Owner Trust will be a business trust to be formed in accordance with
the laws of the State of Delaware, pursuant to an Owner Trust Agreement, solely
for the purpose of effectuating the transactions described herein and in the
related Prospectus Supplements. Prior to formation, each such Trust will have
had no assets or obligations and no operating history. Upon formation, each
such Trust will not engage in any business activity other than (a) acquiring,
managing and holding the related Leases, (b) issuing the related Securities,
(c) making distributions and payments thereon and (d) engaging in those
activities, including entering into agreements, that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith.

MASTER TRUSTS

As may be described in the related Prospectus Supplement, each Trust
Agreement (including a Pooling Agreement or an Owner Trust Agreement) may
provide that, pursuant to any one or more supplements to such Trust Agreement,
the Seller may cause the Trustee on behalf of the related Trust (each, a
"Master Trust") to issue one or more new Series of Securities from time to time
subject to the conditions described below (each such issuance, a "New
Issuance"). Under each such Master Trust Agreement, the Seller may designate,
with respect to any newly issued Series: (i) its name or designation; (ii) its
initial principal amount (or method for calculating such amount); (iii) its
Interest Rate (or formula for the determination thereof); (iv) the Payment
Dates and the date or dates from which interest shall accrue; (v) the method
for allocating collections on the related Receivables to Securityholders of
such Series, (vi) the percentage used to calculate servicing fees; (vii) the
provider and terms of any form of credit enhancement with respect thereto;
(viii) the number of Classes of Securities of such Series, and if such Series
consists of more than one Class, the rights and priorities of each such Class;
(ix) the extent to which the Securities of such Series will be issuable in
book-entry form; (x) the priority of such Series with respect to any other
Series; and (xi) any other relevant terms. None of the Seller, the Servicer or
the Trustee will be required or intends to obtain the consent of the holder of
any outstanding Securities to issue any additional Securities.

Each Master Trust Agreement will provide that the Seller may designate
terms such that each New Issuance has an amortization period which may have a
different length and/or begin on a different date than such periods for any
outstanding Securities previously issued by the related Master Trust.
Moreover, each New Issuance may have the benefits of credit enhancements issued
by enhancement providers different from the providers of the credit
enhancement, if any, with respect to any outstanding Securities previously
issued by the related Master Trust. Under each Master Trust Agreement, the
related Trustee shall hold any such credit enhancement only on behalf of the
Securityholders to which such credit enhancement relates. The Seller will have
the option under each Master Trust Agreement to vary among Series the terms
upon which a Series may be repurchased by the Issuer or remarketed to other
investors. There is no limit to the number of New Issuances that the Seller
may cause under any Master Trust Agreement. Each Master Trust will terminate
only as provided in the related Master Trust Agreement. There can be no
assurance that the terms

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of any New Issuance might not have an impact on the timing and amount of
payments received by holders of other Securities issued by the same Master
Trust.

Under each Master Trust Agreement and pursuant to a related supplement
thereto, a New Issuance may only occur upon the satisfaction of certain
conditions provided in each such Master Trust Agreement. The obligation of the
related Trustee to authenticate the Securities of any such New Issuance and to
execute and deliver the related supplement to the related Master Trust
Agreement will be subject to the satisfaction of the following conditions: (a)
the Seller shall have given the related Trustee, the Servicer and each Rating
Agency with respect to any outstanding Securities issued by such Master Trust
prior written notice of such New Issuance and the date upon which the New
Issuance is to occur; (b) the Seller shall have delivered to the related
Trustee a supplement to the related Master Trust Agreement, in form reasonably
satisfactory to such Trustee, executed by each party to the related Master
Trust Agreement other than such Trustee; (c) the related Trustee shall have
received confirmation from each applicable Rating Agency that such New Issuance
will not result in such Rating Agency reducing or withdrawing its rating with
respect to any other outstanding Securities issued by such Master Trust offered
hereby; (d) the Seller shall have delivered to the related Trustee and the
applicable Rating Agencies an opinion of counsel acceptable to the related
Trustee that for federal income tax purposes (i) following such New Issuance,
the related Master Trust will not be deemed to be an association (or publicly
traded partnership) taxable as a corporation, (ii) such New Issuance will not
affect the tax characterization as debt of any outstanding Securities issued by
such Master Trust offered hereby that were characterized as debt at the time of
their issuance and (iii) such New Issuance will not cause or constitute an
event in which gain or loss would be recognized by any holders of any such
Securities or the related Master Trust; and (e) any other conditions specified
in any supplement to the related Master Trust Agreement. Upon satisfaction of
the above conditions, the related Trustee shall execute the supplement to the
related Master Trust Agreement and issue the Securities included in such New
Issuance.

THE TRUST FUNDS

GENERAL

The property of each Trust Fund will include, as specified in the related
Prospectus Supplement, (i) a pool of Leases, (ii) all moneys due or to become
due thereunder after the applicable Cut-Off Date, (iii) the Equipment or
security interests in the Equipment relating to such Leases (other than any
licensed products that may accompany any of such Equipment), (iv) the Leases
and all other documentation relating to such Leases (the "Lease Files") related
to such Leases, (v) the right to proceeds from claims on physical damage
policies, if any, covering such Equipment, (vi) certain rights of the Seller
under the related Contribution and Sale Agreement, (vii) such amounts as from
time to time may be held in one or more accounts established and maintained by
the Servicer pursuant to the related Trust Agreement and (viii) all income and
proceeds relating to the foregoing. In addition, with respect to each Trust
Fund, to the extent specified in the related Prospectus Supplement, some
combination of credit enhancements may be issued or pledged to or held by the
related Trustee on behalf of the related Trust Fund for the benefit of the
holders of one or more Series or Classes of Securities.

The Receivables and related items in each Trust Fund will be acquired by
the Seller from the Originator pursuant to a contribution and sale agreement
between the Originator and the Seller (each, a "Contribution and Sale
Agreement"). The Receivables included in each Trust Fund will be selected from
those Receivables held by the Originator based on the criteria specified in the
applicable Trust Agreement and described in the related Prospectus Supplement.
The Seller will form each Trust Fund by either (i) transferring the related
Receivables to a Trust pursuant to a Pooling Agreement or (ii) with respect to
Notes issued by the Seller, entering into an Indenture with an Indenture
Trustee.

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Information with respect to the Receivables in each Trust Fund will be set
forth in the related Prospectus Supplement, including, to the extent
appropriate, the distribution of such Receivables by equipment type, remaining
lease term, original lease term, Discounted Lease Balance and/or Discounted
Lease and Residual Balance, lessee industry and geographic distribution, in
each case, as of the applicable Cut-Off Date.

MASTER TRUSTS

With respect to each Master Trust, the Seller will purchase from the
Originator and transfer to such Master Trust additional Receivables from time
to time as more fully described in the related Prospectus Supplement. Such
Receivables generally will satisfy the same criteria as Receivables included in
such Master Trust at the time of formation, although the Originator will have
the ability to change its underwriting criteria to the extent set forth in the
related Prospectus Supplement. The Seller will apply to the purchase of such
Receivables amounts it receives from the related Master Trust from collections
on Receivables included in the related Trust Fund to the extent provided in the
related Trust Agreement and described in the related Prospectus Supplement and
proceeds from the issuance of additional Securities by such Master Trust.

THE RECEIVABLES

THE LEASES

The Leases will cover a variety of new and used "small-ticket" medical and
office equipment and automobiles and light duty trucks. The Lessees consist
primarily of private practice physicians, osteopaths, dentists and other
healthcare providers and, to a lesser extent, attorneys, accountants and other
business professionals. The Leases will have been originated or acquired by
the Originator in the ordinary course of its business. The Leases generally
will consist of non-cancelable lease agreements with a term of one to five
years, which provide for equal periodic lease payments that will be due and
payable generally on a monthly basis (or, in some cases, on a quarterly basis)
over the lease term. The Leases consist of both operating leases and finance
leases, with a majority of the Leases being finance leases.

All of the Leases will be "net leases" (i.e., the Lessee assumes all
responsibility with respect to the Equipment, including the obligation to pay
all costs relating to its operation, maintenance and repair other than normal
wear and tear). In addition, all Leases will contain "hell or high water"
clauses unconditionally obligating the Lessee to make periodic payments at the
time and on the dates specified in the Lease, notwithstanding damage to or
destruction of the Equipment, and assignees of the Originator will not be
subject to any claims the Lessee may have against the Originator. The Leases
will require that the Lessee keep the Equipment fully insured against loss
until the Lease is paid in full or, in the case of Leased Vehicles, during the
term of the Lease and until the Leased Vehicle is returned to the Lessor. At
the end of each Lease, in accordance with arrangements typically made at the
time the Lease is originated, the Lessee generally will have the option (i) to
renew the Lease on the same or renegotiated terms, (ii) to return the
Equipment, or (iii) to purchase the Equipment at either (A) a fixed price
determined at the time the Lease is originated (which may be $1 or a fixed
percentage of the original cost of the Equipment or, in the case of Leased
Vehicles, an amount determined to be the value of the Leased Vehicle at the end
of the Lease) or (B) the then fair market value of the Equipment. In any case,
if the lessee fails to return or purchase the Equipment or renew the Lease, the
lessee will be required to make payments equal to the prior lease payments
until the Equipment is returned or purchased or the Lease is renewed.

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the Lease and transfer the related Equipment without the consent of the
Lessee. The terms of the Leases will not provide the Lessees with the option
to prepay, though the Servicer may allow prepayments on a case by case basis,
including in connection with equipment upgrades and add-ons as described herein
and in the related Prospectus Supplement. The related Prospectus Supplement
will set forth the limitations on the Servicer's ability to allow prepayments.

Although the terms of the Leases will provide that maintenance is to be
provided by the Lessee, in certain transactions certain supplies and
transaction fees will be included in the Lessee's payments and remitted as they
are collected by the Servicer to the appropriate vendor or service provider.
Any such amounts will be Excluded Amounts (as defined herein). Leases with
respect to Leased Vehicles typically will specify that the Lessee is
responsible for compliance with all applicable laws and regulations with
respect to the operation of the related Equipment.

Lessees under the Leases may, upon prior written notice to the Servicer,
assign or sublease Equipment, provided that the Servicer, at its sole
discretion, consents to the assignee or sublessee. The right to receive such
prior written notice and grant or deny such consent will be exercised by the
Servicer pursuant to the authority delegated to it under the Trust Agreement.
Notwithstanding any such assignment or sublease, the Lessee will remain liable
for the lessee obligations under the Lease and the Lease will remain part of
the assets of the Trust.

In each Contribution and Sale Agreement, the Originator will make
representations and warranties with respect to the related Leases as of the
time of their transfer to the Seller, including, but not limited to, the
following: (i) other than in connection with Skipped Payments, no Lease
provision has been waived, altered or modified except by an instrument or
document contained in the related Lease File; (ii) each Lease is a valid and
binding payment obligation of the related Lessee; (iii) the Leases are not
subject to rights of rescission, setoff, counterclaim or defense; (iv) each
Lease, at the time it was made, did not violate applicable state or federal
law, (v) the Originator is the sole owner of the Leases and the related
Equipment (or a security interest therein) prior to transfer to Seller; (vi) no
Lease requires the substitution of any Equipment which would result in any
reduction in scheduled lease payments; (vii) none of the Lessees are, to the
Originator's knowledge, bankrupt or insolvent; and (viii) each of the Leases is
in one of the forms attached to the Contribution and Sale Agreement.

As more fully described in the related Prospectus Supplement, in each
Contribution and Sale Agreement, the Originator will also make representations
and warranties, as of the related Cut-Off Date, as to the remaining term of
each Lease, prior payment history with respect to each Lease, and various
concentration matters with respect to the Leases included in the related Trust
Fund.

THE EQUIPMENT

The Equipment generally will be a variety of new and used "small-ticket"
medical and office equipment and, to the extent set forth in the related
Prospectus Supplement, automobiles and light duty trucks. Types of medical and
office equipment on lease may include, without limitation, automated laboratory
systems, endoscopy systems, blood analyzers, intra-oral cameras, ambulatory
monitors, electrocardiogram machines, exam tables, personal computers,
telephone systems, photocopiers and facsimile machines. In general, the price
range of the Equipment will be from $1,000 to $100,000, with a majority of the
Equipment valued at less than $10,000. A small percentage of the Leases may
involve Equipment valued in excess of $100,000. With respect to each Trust
Fund, the related Prospectus Supplement will set forth certain information
regarding the Leases, including the distribution of Leases by Discounted Lease
Balance.

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THE LEASED VEHICLES

The Leased Vehicles will be new and used automobiles and light trucks that
under the terms of the related Lease may not be used to transport goods or
persons for hire. Although the Originator will sell and/or contribute to
Seller its right, title and interest in the Leased Vehicles to the Seller and
the Seller will transfer its interests in the Leased Vehicles (which may be an
ownership interest or a security interest) to the related Trustee or pledge its
interest in the Leased Vehicles to the related Trustee for the benefit of
Securityholders, the Leased Vehicles may not be retitled in the name of the
Seller, the related Trust or the related Trustee on behalf of Securityholders.
The related Prospectus Supplement will set forth the extent to which the Seller
has agreed to so retitle the Leased Vehicles. See "Risk Factors - Interest in
the Equipment" and "Certain Legal Aspects of the Receivables - The Trustee's
Interest in the Leased Vehicles." With respect to each Trust Fund, the number
and Discounted Lease Balance and/or Discounted Lease and Residual Balance of
Leases with respect to Leased Vehicles in such Trust Fund, as of the related
Cut-Off Date, and, in the case of Master Trusts, any limitations on the
inclusion of Leases with respect to Leased Vehicles in the related Trust Fund
from time to time will be as described in the related Prospectus Supplement.

MATURITY AND PREPAYMENT CONSIDERATIONS

Because the rate of payment of principal on the Securities will depend,
among other things, on the rate of payment on the related Leases, the rate of
payment of principal on any Securities cannot be predicted. Payments on the
Leases will include scheduled payments as well as payments upon liquidation of
Defaulted Leases, prepayments resulting from partial and full prepayments (to
the extent permitted by the Servicer in accordance with the related Trust
Agreement and not replaced with substitute Leases), upon acquisitions by the
Originator, the Servicer or the Seller of Leases from the related Trust Fund on
account of a breach of certain representations, warranties and covenants as and
to the extent required in the related Trust Agreement, payments upon an
optional acquisition by the Originator, the Servicer or the Seller of Leases
from the related Trust Fund in connection with the redemption of Securities or
the termination of the Trust Fund, and amounts received as residual payments or
upon the sale or other disposition of Equipment following the termination or
expiration of the related Lease. The rate of early terminations of Leases due
to prepayments and defaults may be influenced by a variety of economic and
other factors, including, among others, changes in the reimbursement policies
of governmental or third-party payors, obsolescence of the Equipment, changes
in the local, regional or national economies or changes in the federal income
tax laws. Trans Leasing generally does not maintain records of the historical
prepayment experience of its portfolio of leases. Effects of prepayments on
Securityholders will also be affected by the ability, if any, of the Seller to
substitute Leases within a Trust Fund. See "Description of the Trust
Agreements - Substitution." The risk of reinvesting distributions of the
principal of the Securities will be borne by the Securityholders. The yield to
maturity on Strip Securities or Securities purchased at premiums or discounts
to par will be extremely sensitive to the rate of prepayments on the related
Receivables. In addition, the yield to maturity on certain other types of
Classes of Securities, including Strip Securities, Accrual Securities or
certain other Classes in a Series including more than one Class of Securities,
may be relatively more sensitive to the rate of prepayment of the related
Leases than other Classes of Securities.

POOL FACTORS

The "Pool Factor" for each Class of Securities will be a seven-digit
decimal, which the Servicer will compute prior to each distribution with
respect to such Class of Securities, indicating the remaining outstanding
principal balance of such Class of Securities as of the applicable Payment
Date, as a fraction of the initial outstanding principal balance of
such Class of Securities. Each Pool Factor will be initially 1.0000000, and
thereafter will decline to reflect reductions in the outstanding principal
balance of the applicable Class of Securities. A Securityholder's portion of
the aggregate outstanding principal balance of

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the related Class of Securities is the product of (i) the original aggregate
principal balance of such Securityholder's Securities and (ii) the applicable
Pool Factor.

THE ORIGINATOR

GENERAL

Trans Leasing International, Inc., a Delaware corporation, was founded in
1972. Since 1988, Trans Leasing has originated (or acquired immediately after
origination) more than $600,000,000 of leases (gross receivables booked). As
of March 31, 1995, the Originator had assets of approximately $216 million,
liabilities of approximately $191 million and shareholders equity of
approximately $25 million. The common stock of Trans Leasing is traded in the
over-the-counter market and reported on the National Association of Securities
Dealers Automated Quotation System - National Market System under the ticker
symbol "TLII."

As of June 30, 1995, Trans Leasing had 121 full-time employees, of which
approximately 34 were engaged in the credit, collections and lease
documentation areas, approximately 45 were in the sales, marketing and customer
service areas and approximately 42 were engaged in the general administration
area.

Trans Leasing specializes in leasing healthcare equipment to private
practice physicians, osteopaths, dentists, and other health care providers.
Such equipment includes, without limitation, surgical laser systems, fiberoptic
scopes, electrocardiograph systems, diagnostic imaging systems, endoscopy
systems, cryosurgical devices, dental chairs, optical equipment, and
computerized blood chemistry and hematology systems. Health care equipment
leased is typically "income producing" and critical to a physician's cash flow
generating ability, as the equipment's use is subject to reimbursement by
health care providers. The Originator also leases general office equipment,
including, without limitation, personal computers, network systems, voice mail
systems, photocopiers, facsimile machines, and automobiles and light trucks to
healthcare providers and others.

The Originator markets its leases through its proprietary "LeaseCard(R)"
and "Instant Access " programs. Leases are initiated by salespeople
representing the various equipment suppliers with which the Originator does
business and by the Originator's own sales force. The Originator has also
entered into joint marketing arrangements with several equipment vendors.

The LeaseCard program provides pre-approved lines of credit to lessees.
The LeaseCard is offered to physicians and other potential lessees by
salespeople representing the various equipment suppliers with which Trans
Leasing does business, as well as by Trans Leasing's own sales force. Trans
Leasing issues LeaseCards to medical professionals and non-medical business
lessees who meet the Originator's credit standards, including every lessee with
whom Trans Leasing has a lease. LeaseCards are issued for one-year periods and
are automatically renewed for additional one-year periods so long as the holder
continues to maintain its credit standing. LeaseCard holders who are medical
professionals are entitled to lease up to $125,000 of equipment, and
non-medical accounts are entitled to lease up to $75,000 of equipment. Larger
credit limits are available to those meeting additional credit criteria.
Although the LeaseCard represents an approved line of credit, it is not a
typical consumer credit card in that credit confirmation (generally, a review
of the holder's current file and payment history) and approval are required for
each transaction.

Trans Leasing's Instant Access program allows holders of active LeaseCards
to obtain approval for a new lease quickly by calling a toll free phone number.
Using Trans Leasing's on-line balance and credit information, credit analysts
can typically approve a transaction within five minutes for existing
customers requesting transactions within their pre-approved credit limits.
Potential lessees without active LeaseCards can call the same toll free number
and typically obtain preliminary approval on a same-day basis if all required
credit information is readily available.

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<PAGE> 62

Trans Leasing has entered into arrangements to act as the exclusive lease
finance company for certain equipment suppliers. Under such arrangements, the
supplier agrees to submit all lease financing applications it receives to Trans
Leasing in exchange for Trans Leasing's agreement to promptly process such
applications, generally within two days. The provisions of the leases and
underwriting criteria used under these arrangements are substantially similar
to those otherwise employed by Trans Leasing. Certain of these leases provide
for additional payments to be made by the lessee if the use of the leased
equipment exceeds a threshold amount ("Excess Use Payments"). In certain
cases, such Excess Use Payments are applied towards an early payoff and
termination of the lease ("Excess Use Lease Payments"). In the case of Excess
Use Lease Payments, the lessee may be entitled to a rebate of a portion of the
lease payments based upon an implied interest factor. In other cases, Excess
Use Payments, if and as collected by the Servicer, will be payable to the
equipment supplier or another entity ("Excess Use Fees"), which may pay Trans
Leasing a portion of such additional payments as an administration fee.

Through a wholly-owned subsidiary, the Originator sells insurance as an
agent for major insurance underwriters. These policies provide a limited
amount of property, casualty, and credit life insurance to the Originator's
lessees.

UNDERWRITING

For each lease application the Originator receives, the credit department
performs a credit review of the applicant, which includes obtaining retail
credit reports from the major credit bureaus servicing the area in which the
applicant is located, and, with respect to leases for equipment with a value
over $10,000 ($25,000 if the lessee is in the medical or another healthcare
field) obtaining bank verification of account activity in deposit accounts and
loan activity, including the length of time accounts have been opened, the
average balance maintained, the high dollar amount of credit extended and the
payment terms. In many cases Dun & Bradstreet reports are also obtained. The
Originator also performs a similar credit check on each equipment supplier.

With respect to leases to medical lessees or other healthcare providers,
the Originator also obtains an American Medical Association report (or its
equivalent if the lessee is a dentist or osteopath). These reports indicate
the year the individual was licensed, the college attended and year of
graduation, the individual's medical specialty, and whether or not Board
Certification has been obtained. All of the information is stored
electronically on the Originator's computer systems and is reviewed by one or
more persons depending upon the dollar amount involved.

If a LeaseCard holder, whose LeaseCard has available credit as a result of
an update and review by the Originator, applies for a new lease, the
Originator also conducts a computer check of the cardholder's payment history
and status. If the lessee holds a LeaseCard, but desires to lease equipment
with a value in excess of the amount of the lessee's available credit, or if it
is a new applicant and the Originator's credit department has determined there
is not enough information available through the credit bureau, bank reports,
American Medical Association reports (or its equivalent if the lessee is a
dentist or osteopath) and Dun & Bradstreet reports, the Originator conducts
additional credit checks, which usually include a review of the lessee's
current financial statement and most recent tax return.

The Originator places an order to purchase equipment in most cases only
after it has completed the credit examination and received an executed lease
from a lessee. Upon obtaining the signed lease, a deposit check, when
required, an acceptance notice and the invoice, plus any additional
documentation which may be required, such as a personal guarantee, corporate
resolution or evidence of insurance, the Originator's sales coordinators verify
directly with the lessee that all the items covered by the lease have been
delivered and installed and are working to the lessee's satisfaction. The
Originator then pays the vendor for the equipment.

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<PAGE> 63

In general, the Originator limits the leases outstanding with any one
lessee to $1 million.

THE SERVICER

SERVICING

The Leases included in each Trust Fund will be serviced by Trans Leasing,
as the Servicer, pursuant to and in accordance with the related Servicing
Agreement.

DELINQUENCY AND DEFAULT EXPERIENCE

Set forth below is certain information regarding the delinquency and loss
experience of Trans Leasing with respect to its entire lease portfolio
(including leases that it previously sold but continues to service). Although
the Seller and the Servicer do not maintain data regarding the specific factors
causing a particular lease to default or the correlation between the Servicer's
delinquency and loss experience, on one hand, and specific and general economic
or other variables, on the other, the Seller believes that changes in the
reimbursement policies of governmental or third-party payors, obsolescence of
the Equipment, changes in the local, regional or national economies or changes
in federal income tax laws could significantly effect the level of
delinquencies and losses with respect to the Leases included in any Trust Fund.
There can be no assurance that the levels of delinquency and loss experience
on the Leases in any Trust Fund will be comparable to that set forth below.
See "Risk Factors - Delinquencies and Losses."

<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE (a)(b)
=============================================================================
At June 30, At September 30,
------------------------------ -------------------
1994 1995 1996 1995 1996
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Future Minimum Lease
Payments ($000) $186,287 $219,718 $270,458 $229,736 $286,503

Delinquencies:
(% of Future Minimum
Lease Payments)

31-60 Days 1.28% 1.21% 1.55% 2.08% 1.96%
61-90 Days 0.57% 0.52% 0.73% 0.95% 0.73%
91+ Days 0.69% 0.93% 1.32% 1.04% 1.35%

Total Delinquencies 2.54% 2.66% 3.60% 4.07% 4.04%
=============================================================================
</TABLE>

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<PAGE> 64

LOSS EXPERIENCE
=================================================================================
For year ended For three months ended
June 30, September 30,

1994(a) 1995 1996 1995 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
LOSSES: ($000)
Investment in Leases
(before reserves) $170,864 $199,576 $246,122 $208,395 $261,156
Gross Losses(b) 6,510 4,441 5,369 1,109 1,450
Recoveries(c) 1,359 1,548 1,726 409 370
-------- -------- -------- -------- --------
Net Losses(d) 5,151 2,893 3,643 700 1,080
Net Losses as a
Percentage of
Investment in Leases
(before reserves) (e) 3.01% 1.45% 1.48% 1.34% 1.65%
=================================================================================
</TABLE>

COLLECTION POLICIES

Each lessee receives a coupon book at the inception of the lease to make
scheduled lease payments or is invoiced for each lease payment. Lessees are
invoiced separately for property taxes, UCC fees, insurance, tax shortages and
other nonscheduled charges. Statements are used to bill lessees for unpaid
invoices and late payments. All payments in connection with any lease serviced
by Trans Leasing are directed to a single processing location where the
payments are recorded and the funds deposited directly into a lock box account.
Within two business days after their deposit into the lock box account, the
funds are transferred based upon Trans Leasing's records regarding allocation
to other accounts, including the Collection Account.

Seven days after any payment is past due, a charge equal to 10% of the
past due amount is added to the lessee's account. Such late charges appear in
the lessee's next statement and, in some instances, may be waived. When any
payment is 20 days past due (13 days if the lease balance is greater than
$20,000), the account is automatically inserted into the Servicer's follow-up
system. At this point, a delinquency letter is automatically generated and a
collector contacts the lessee. When the account exceeds 80 days past due, it
is transferred to a senior collector for further collection efforts. If the
senior collector is unsuccessful in making the necessary collections, the
account is reviewed for possible charge-off and/or referral to the Servicer's
asset recovery department. A lease is generally charged-off when it is deemed
uncollectible, when the equipment is returned or when the lessee files
bankruptcy or goes out of business. All charge-offs are handled by the asset
recovery department. Generally, when an account exceeds 90 days past due it is
reviewed for possible repossession, and at 120 days past due repossession of
the Equipment is generally initiated, if practicable. Returned and repossessed
equipment is sold, and, if practicable, the asset recovery department pursues
the lessee for any deficiency. In certain instances, a lessee may maintain
possession of the equipment as part of a bankruptcy workout. In any such case,
a payment plan is arranged with the approval of the bankruptcy court. All
amounts received in connection with charged-off leases are applied as
recoveries.

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<PAGE> 65

USE OF PROCEEDS

The net proceeds from the sale of the Securities of a given Series will be
applied by the Seller as described in the related Prospectus Supplement, which
may include to acquire, and/or to retire debt used to acquire, the related
Receivables and related property from the Originator and to pay a dividend by
the Seller to the Originator, its sole stockholder. In addition, with respect
to Master Trusts, the net proceeds from the issuance and sale of the Securities
of a given Series may be used to repay, repurchase or otherwise retire, in
whole or in part, Securities of another Series or Class issued by such Master
Trust.

THE TRUSTEES

The Trustee or Trustees for each Trust Fund will be specified in the
related Prospectus Supplement. Each Trustee's liability in connection with the
issuance and sale of the related Securities is limited solely to the express
obligations of such Trustee set forth in the related Trust Agreement.

With respect to each Trust Fund, no resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee. Any successor Trustee must
meet the eligibility requirements set forth in the related Trust Agreement.

Any Indenture Trustee or Trustee under a Pooling Agreement may give notice
of its intent to resign at any time. The holders of a majority of the
outstanding principal amount of the related Notes or the related Certificates,
as appropriate, may remove such Trustee by so notifying such Trustee and may
appoint a successor thereto. The Issuer or the Seller, as appropriate, shall
remove the Indenture Trustee or the Trustee under a Pooling Agreement, as
appropriate, if (a) such Trustee ceases to be eligible to continue as such
under the Indenture or the Pooling Agreement, as appropriate, (b) such Trustee
is adjudged bankrupt or insolvent, (c) a receiver or other public officer takes
charge of such Trustee or its property, (d) or such Trustee otherwise becomes
incapable of acting. In any such circumstances, the Issuer or the Seller, as
appropriate, will appoint a successor Indenture Trustee or Trustee under a
Pooling Agreement. If no successor Indenture Trustee shall have been appointed
and have accepted such appointment within 60 days, the resigning or removed
Trustee, the Seller, the Issuer or holders of a majority in outstanding
principal amount of the related Notes or Certificates, as the case may be, may
petition a court of competent jurisdiction for the appointment of a successor
Trustee. Furthermore, if the Indenture Trustee ceases to be eligible to
continue as such under the Indenture, any holder of the related Notes may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.

The Owner Trustee for any Owner Trust may resign at any time, in which
event the Administrator (as defined below) will be obligated to appoint a
successor trustee. The Administrator of an Owner Trust may also remove the
Owner Trustee if the Owner Trustee ceases to be eligible to continue as Owner
Trustee under the related Owner Trust Agreement or if the Owner Trustee becomes
insolvent. In such circumstances, the Administrator will be obligated to
appoint a successor Owner Trustee.

DESCRIPTION OF THE SECURITIES

GENERAL

The Securities will be issued in series (each, a "Series"), which may
include two or more classes (each, a "Class"), pursuant to the related Trust
Agreement. The following summaries (together with additional summaries under
"Description of the Trust Agreements" below) describe material terms and
provisions relating to the Securities common to each Trust Agreement. The
summaries do not purport to be complete and are

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<PAGE> 66

subject to, and are qualified in their entirety by reference to, all of the
provisions of the Trust Agreement for the related Securities and the related
Prospectus Supplement.

The Certificates will represent beneficial interests in the related Trust
only and will not represent interests in or obligations of the Seller, the
Servicer, the Originator or any of their respective affiliates other than the
related Trust. The sole source of payment with respect to any Certificate will
be the assets of such Trust. The Notes will represent obligations of the
related Issuer only and will not represent interests in or obligations of the
Seller (unless the Seller is the Issuer), the Servicer, the Originator or any
of their respective affiliates other than the related Issuer. The Notes will
be secured by the assets of the related Trust Fund, and the sole source of
payment with respect to any Note will be the assets of the related Trust Fund.
Notwithstanding the foregoing, and as to be described in the related Prospectus
Supplement, certain types of credit enhancement, such as a letter of credit,
financial guaranty insurance policy or reserve fund may constitute a full
recourse obligation of the provider of such credit enhancement.

The Securities (which will be either Certificates or Notes) generally will
be fixed income securities, having a principal balance (or certificate balance)
and a specified Interest Rate. Each Series or Class of Securities offered
pursuant to this Prospectus may have a different Interest Rate, which may be a
fixed or an adjustable interest rate. The related Prospectus Supplement will
specify the Interest Rate for each Series or Class of Securities described
therein, or the initial Interest Rate and the method for determining subsequent
changes to the Interest Rate.

A Series may include one or more Classes of Strip Securities entitled (i)
to principal distributions, with disproportionate, nominal or no interest
distributions, or (ii) to interest distributions, with disproportionate,
nominal or no principal distributions. In addition, a Series of Securities may
include two or more Classes of Securities that differ as to timing, sequential
order, priority of payment, Interest Rate or amount of distribution of
principal or interest or both, or as to which distributions of principal or
interest or both on any Class may be made upon the occurrence of specified
events, in accordance with a schedule or formula, or on the basis of
collections from designated portions of the related pool of Receivables or in
the manner described in the related Prospectus Supplement. Any such Series may
include one or more Classes of Accrual Securities, as to which certain accrued
interest will not be distributed but rather will be added to the principal
balance (or nominal balance, in the case of Accrual Securities which are also
Strip Securities) thereof on each Payment Date or otherwise in the manner
described In the related Prospectus Supplement.

If so provided in the related Prospectus Supplement, a Series may include
one or more Classes of Securities that are senior to one or more other Classes
of Securities in respect of certain distributions of principal and interest and
allocations of losses on Receivables. In addition, certain Classes of senior
(or subordinate) Securities may be senior to other Classes of senior (or
subordinate) Securities in respect of such distributions or allocations.

With respect to Securities to be issued by a Master Trust, see "The
Issuers -- Master Trusts."

In addition to the Securities offered hereby, Securities issued by an
Issuer may be retained by the Seller or sold by the Seller in transactions not
covered hereby.

GENERAL PAYMENT TERMS OF SECURITIES

As provided in the related Trust Agreement and as described in the related
Prospectus Supplement, Securityholders will be entitled to receive payments on
their Securities on the specified Payment Dates. The related Prospectus
Supplement will specify the extent to which Securityholders will be entitled on
each Payment Date to payments of interest and principal with respect to
such Securities. Payment Dates may occur monthly, quarterly or semi-annually,
as described in the related Prospectus Supplement. As described in the related
Prospectus Supplement, the Payment Date shall be a specified day of each month
(in the case

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<PAGE> 67

of quarterly-pay Securities, every third month, or in the case of semi-annual
pay Securities, every sixth month). The Securities of any Series may be
redeemed as described under "Description of the Trust Agreements - Termination"
and as otherwise provided in the related Prospectus Supplement.

With respect to each Payment Date, the Trustee or its paying agent will
fix the identity of the Securityholders for the purpose of receiving payments
on such Payment Date as of the related Record Date, which will be the close of
business as of the last day of the calendar month that precedes the calendar
month in which such Payment Date occurs or such other date as specified in the
related Prospectus Supplement.

As more fully provided in the related Prospectus Supplement, each Trust
Agreement will describe a Collection Period preceding each Payment Date (for
example, in the case of monthly-pay Securities, the calendar month preceding
the month in which a Payment Date occurs) during which collections received on
or with respect to the Receivables constituting the related Trust Fund will be
used to fund payments to Securityholders on such Payment Date. As may be
described in the related Prospectus Supplement, a Trust Agreement (including a
Master Trust Agreement) may provide that all or a portion of the payments
collected on or with respect to the related Receivables may be applied by the
related Trustee to the acquisition of additional Receivables during a specified
period (rather than be used to fund payments of principal to Securityholders
during such period) with the result that the related Securities will possess an
interest-only period, also commonly referred to as a revolving period, which
will be followed by an amortization period. During an amortization period,
payments of principal will be made as described in the related Prospectus
Supplement, which may include installments (which may be fixed in amount or
based upon collections) or lump sum payments. Any such interest only or
revolving period may, upon the occurrence of certain events to be described in
the related Prospectus Supplement, terminate prior to the end of the specified
revolving period and result in the earlier than expected amortization of the
related Securities.

In addition, and as may be described in the related Prospectus Supplement,
a Trust Agreement may provide that all or a portion of such collected payments
may be retained by the related Trustee (and held in certain temporary
investments, including Receivables) for a specified period prior to being used
to fund payments of principal to Securityholders. Such retention and temporary
investment by the Trustee of such collected payments may be required by the
related Trust Agreement for the purposes of (a) slowing the amortization rate
of the related Securities relative to the payment schedule of the related
Receivables or (b) attempting to match the amortization rate of the related
Securities to an amortization schedule established at the time such Securities
are issued. Any such feature applicable to any Securities may terminate upon
the occurrence of events to be described in the related Prospectus Supplement,
and result in distributions to the specified Securityholders and an earlier
than expected amortization of such Securities. In addition, as more fully
described in the related Prospectus Supplement, in the case of quarterly-pay
and semi-annual-pay Securities, although collections on the related Receivables
may be allocated on a monthly basis, payments to Securityholders will generally
only be made quarterly or semi-annually, as applicable.

Neither the Securities nor the underlying Receivables will be guaranteed
or insured by any governmental agency or instrumentality or the Seller, the
Servicer, the Originator, any Trustee or any of their respective affiliates
unless specifically set forth in the related Prospectus Supplement.

BOOK-ENTRY REGISTRATION

As may be described in the related Prospectus Supplement, the Securities
of any Series or Class may be issued in book-entry form. In such a case, such
Securities would be represented by global securities registered in the name of
Cede & Co. ("Cede"), as nominee of the Depository Trust Company ("DTC"), or
another nominee of DTC. In such event, Securityholders would not be
entitled to receive definitive securities representing such Securityholders'
interests, except in certain circumstances described below under "Definitive
Securities" but rather would hold their Securities through DTC or indirectly
through organizations that are participants in DTC.

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<PAGE> 68

DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York UCC and a "clearing agency"
registered pursuant to Section 17A of the Exchange Act. DTC was created to
hold securities for its participants ("Direct Participants") and to facilitate
the clearance and settlement of securities transactions between its Direct
Participants through electronic book-entries, thereby eliminating the need for
physical movement of notes or certificates. Direct Participants include
securities brokers and dealers, banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants").

Holders of Securities in book-entry form that are not Direct Participants
or Indirect Participants but desire to purchase, sell or otherwise transfer
ownership of, or other interests in, such Securities may do so only through
Direct Participants and Indirect Participants. In addition, holders of
Securities in book-entry form will receive all distributions of principal of
and interest on such Securities through the Participants who in turn will
receive them from DTC. Holders of Securities in book-entry form may experience
some delay in their receipt of payments, since such payments will be forwarded
by the applicable Trustee to Cede, as nominee for DTC, and DTC will forward
such payments to its Direct Participants, which thereafter will forward them to
Indirect Participants or Securityholders. It is anticipated that the only
"Securityholder" in respect of any Securities offered hereunder in book-entry
form will be Cede, as nominee of DTC. Thus, holders of such Securities will
not be recognized as Securityholders, and the beneficial owners of such
Securities will be permitted to exercise the rights of Securityholders only
indirectly through DTC and its Direct Participants.

Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Securities among Direct Participants on whose behalf it acts with respect to
such Securities and to receive and transmit distributions of principal of, and
interest on, such Securities. Direct Participants and Indirect Participants
with which the Securityholders have accounts with respect to such Securities
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Securityholders of such Series.
Accordingly, although such Securityholders will not possess Securities, the
Rules provide a mechanism by which Direct Participants will receive payments
and will be able to transfer their interests.

Because DTC can only act on behalf of Direct Participants, who in turn act
on behalf of Indirect Participants, the ability of a Securityholder to pledge
such Securities to persons or entities that do not participate in the DTC
system, or to otherwise act with respect to such Securities, may be limited due
to the lack of a physical certificate for such Securities.

DTC will advise the Trustee in respect of any Securities that it will take
any action permitted to be taken by a Securityholder of such Securities only at
the direction of one or more Participants to whose accounts with DTC such
Securities are credited. DTC may take conflicting actions with respect to
other undivided interests to the extent that such actions are taken on behalf
of Direct Participants whose holdings include such undivided interests.

Except as required by law, the Trustee in respect of any Securities will
not have any liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of such Securities held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

DEFINITIVE SECURITIES

The Securities of any Series or Class initially issued in book-entry form
will be issued in fully registered, certificated form ("Definitive Securities")
to the holders thereof or their nominees, rather than to DTC or its nominee,
only if (i) the related Trustee is notified in writing that DTC is no longer
willing or able to

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<PAGE> 69

discharge properly its responsibilities as depository with respect to such
Securities and such Trustee is unable to locate a qualified successor, (ii)
such Trustee, at its option, elects to terminate the book-entry-system through
DTC or (iii) after the occurrence of a Servicer Default or an "Event of
Default" under the related Indenture or a similar provision under the related
Trust Agreement, Securityholders representing at least a majority of the
outstanding principal amount of such Securities advise the applicable Trustee
through DTC in writing that the continuation of a book-entry system through DTC
(or a successor thereto) is no longer in such Securityholders' best interest.

Upon the occurrence of any event described in the immediately preceding
paragraph, the applicable Trustee will be required to notify all such
Securityholders through Participants of the availability of Definitive
Securities. Upon surrender by DTC of the definitive certificates representing
such Securities and receipt of instructions for re-registration, the applicable
Trustee will reissue such Securities as Definitive Securities to such
Securityholders.

Distributions of principal of, and interest on, such Securities will
thereafter be made by the applicable Trustee in accordance with the procedures
set forth in the related Trust Agreement directly to holders of Definitive
Securities in whose names the Definitive Securities were registered at the
close of business on the applicable Record Date. Such distributions will be
made by check mailed to the address of such holder as it appears on the
register maintained by the applicable Trustee. Distributions may also be made
by wire transfer if and to the extent specified in the related Prospectus
Supplement. The final payment on any such Security, however, will be made only
upon presentation and surrender of such Security at the office or agency
specified in the notice of final distribution to the applicable
Securityholders.

Definitive Securities in respect of a any Securities will be transferable
and exchangeable at the offices of the applicable Trustee or of a certificate
or note registrar named in a notice delivered to holders of such Definitive
Securities. No service charge will be imposed for any registration of transfer
or exchange, but the applicable Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge imposed in connection therewith.

REPORTS TO SECURITYHOLDERS

With respect to each Series of Securities, on or prior to each Payment
Date for such Series, pursuant to the related Trust Agreement the related
Servicer or the related Trustee will forward or cause to be forwarded to each
holder of record of such Securities a statement or statements with respect to
the related Trust Fund setting forth the information specifically described in
the related Trust Agreement, which generally will include the following
information:

(i) the amount of the distribution with respect to each Class of
Securities included in such Series;

(ii) the amount of such distribution allocable to principal;

(iii) the amount of such distribution allocable to interest;

(iv) the aggregate outstanding principal balance and the Pool Factor
for each Class of Securities included in such Series after giving effect
to all payments reported under (ii) above on such Payment Date;

(v) the amount paid to the Servicer, if any, with respect to the
related Collection Period;

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<PAGE> 70

(vi) the amount of Receivables that have been reacquired, if any,
for such Collection Period by the Seller, the Originator or the Servicer
upon a breach of representation, warranty or covenant;

(vii) the amount of coverage under any reserve account, letter of
credit, financial guaranty, insurance policy or other form of credit
enhancement covering default risk as of the close of business on the
applicable Payment Date and a description of any credit enhancement
substituted therefor; and

(viii) other information, including delinquency and loss
information, specified in the related Prospectus Supplement regarding the
performance and status of the Receivables constituting the related Trust
Fund.

Each amount set forth pursuant to subclauses (i), (ii) and (iii) with
respect to each Class of Securities will be expressed as a dollar amount per
$1,000 of the initial principal balance of such Securities.

Within the prescribed period of time for tax reporting purposes after the
end of each calendar year, the applicable Trustee will provide to the
Securityholders a statement containing the amounts described in (ii) and (iii)
above for that calendar year and any other information required by applicable
tax laws, for the purpose of the Securityholders' preparation of federal income
tax returns.

DESCRIPTION OF THE TRUST AGREEMENTS

The following summary describes certain terms of the Trust Agreement
pursuant to which each Trust Fund will be created and the related Securities
will be issued as well as certain terms of the related Contribution and Sale
Agreement. For purposes of this Prospectus, the term "Trust Agreement" as used
with respect to a Trust Fund means, collectively, and except as otherwise
specified, any and all agreements relating to the establishment of the related
Trust, if any, the formation of such Trust Fund, the transfer of such Trust
Fund to the Trust, if applicable, the servicing of the related Receivables and
the issuance of the related Securities, including, without limitation, the
Indenture with respect to any Notes. "Trust Agreement" also includes, if
applicable, the Administration Agreement (as defined herein) with respect to
any Owner Trust. Forms of the Trust Agreements and the Contribution and Sale
Agreement have been filed as exhibits to the Registration Statement of which
the Prospectus forms a part. The summary does not purport to be complete. It
is qualified in its entirety by reference to the provisions of the Trust
Agreements and the Contribution and Sale Agreement.

ACQUISITION OF THE RECEIVABLES

With respect to each Trust Fund, the Originator will sell, without
recourse, and the Seller will purchase, without recourse, the related
Receivables pursuant to a Contribution and Sale Agreement. The Seller will
either transfer its interests in such Receivables to a Trust (including an
Owner Trust) pursuant to a Pooling Agreement or pledge its interests in such
Receivables to an Indenture Trustee on behalf of Securityholders pursuant to an
Indenture. The rights and benefits of the Seller under such Contribution and
Sale Agreement (except certain rights of indemnification from the Originator to
the Seller and rights of the Seller to purchase additional Receivables from the
Originator from time to time) will be assigned by the Seller (and, if
applicable, by such Trust) to the Trustee on behalf of Securityholders as part
of the related Trust Fund.

In each Contribution and Sale Agreement, the Originator will agree, and in
each Trust Agreement, the Servicer will agree, to indicate in its computer
records that the Receivables included in the related Trust Fund have
been sold to the Seller, and, as appropriate, transferred to the related Trust
and/or pledged under the related Indenture. Under each Trust Agreement, to
facilitate servicing and save administrative costs, the

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Servicer will have possession of the related Lease Files and the Lease Files
will not be required to be segregated from the files relating to other leases
serviced by the Servicer.

With respect to each Trust Fund, Trans Leasing, as Originator, will file
UCC financing statements with respect to the sale, contribution, transfer and
assignment of the related Receivables to the Seller. If the Issuer is a Trust,
the Seller will file UCC financing statements with respect to the sale,
transfer and assignment of such Receivables to such Trust. In addition, if
applicable, the Issuer will file UCC financing statements with respect to the
security interest in its assets granted to the Indenture Trustee under the
related Indenture. Since the Lease Files will remain in Trans Leasing's
possession, as Servicer, and will not be stamped or otherwise marked to reflect
the sale, contribution, transfer and assignment of the related Receivables to
the Seller, the Trust and/or the Trustee, as applicable, if a subsequent
purchaser were able to take possession of the related Lease for new value in
the ordinary course of its business without actual knowledge of the
assignments, the Seller's, the Trust's and/or the Trustees, as applicable,
interests in such Receivables could be defeated. See "Certain Legal Aspects of
the Receivables - Interest in the Receivables."

Any Receivables to be included in a Trust Fund in substitution for other
Receivables will also be acquired by the Seller from the Originator under the
related Contribution and Sale Agreement. With respect to each Master Trust, as
more fully described in the related Prospectus Supplement, any additional
Receivables to be included in the related Trust Fund will be purchased by the
Seller from the Originator under the related Contribution and Sale Agreement.

REPRESENTATIONS AND WARRANTIES

As described above under "The Receivables," with respect to each Trust
Fund, the Originator will make certain representation and warranties pursuant
to the Contribution and Sale Agreement with respect to the related Receivables.
In the related Pooling Agreement (or, if the Issuer is the Seller, in the
related Indenture), the Seller will assign such representations and warranties
to the related Trust (or the related Trustee) and will represent and warrant
that the Seller has taken no action to which would cause such representations
and warranties of the Originator to be false in any material respect. Under
the related Trust Agreement, in the event the Servicer or the related Trustee
discovers or by written notice is informed that any such representation or
warranty of the Originator or Seller is untrue, the Servicer and such Trustee
will be obligated to enforce the obligation of the Originator or Seller set
forth in the related Contribution and Sale Agreement or the related Pooling
Agreement to purchase any Receivable included in the related Trust Fund
materially and adversely affected by such untruth. The Originator or Seller
will be obligated to purchase each such Receivable on or prior to the thirtieth
day after such discovery or notice (or such later date as the Originator or
Seller and such Trustee shall agree); provided, that the Originator or Seller
will not be required to purchase any such Receivable if such untruth has been
cured in all material respects or if such Receivable is replaced with a
substitute Receivable (if and to the extent substitution is permitted in the
related Trust Agreement). Any such repurchase shall be the sole remedy for any
such breach. The purchase price for any Receivable so purchased (the "Warranty
Purchase Price") will be based on the then Discounted Lease Balance or
Discounted Lease and Residual Balance of such Receivable as further described
in the related Prospectus Supplement. All such payments will be deposited in
the related Collection Account.

In each Contribution and Sale Agreement, the Originator will also make
representations and warranties to the Seller to the effect that, among other
things, as of the closing date for the issuance of any related Securities: (a)
the Originator is duly incorporated and in good standing under the laws of the
State of Delaware, it has the corporate power and authority to consummate the
transactions contemplated thereby and such Contribution and Sale Agreement
constitutes a legal, valid and binding obligation of the Originator and (b) the
contribution and sale of the related Receivables thereunder constitute a
valid contribution, sale, transfer and assignment to the Seller of all right,
title and interest of the Originator therein (subject, in the case of Leased
Vehicles, to applicable titling statutes), and such Receivables will be held by
the Seller free and clear

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of any lien of any person claiming through or under the Originator, except for
liens created by or permitted under the related Trust Agreement.

In each Trust Agreement, the Seller will make representations and
warranties to the effect that, among other things, as of the closing date for
the issuance of any related Securities: (a) the Seller is duly incorporated and
in good standing under the laws of the State of Delaware, it has the corporate
power and authority to consummate the transactions contemplated thereby and
such Trust Agreement constitutes a legal, valid and binding agreement of the
Seller; and (b) if the Issuer is a Trust, the transfer of the Receivables
pursuant to such Trust Agreement constitutes a valid sale, transfer and
assignment to such Trust of all right, title and interest of the Seller in
such Receivables, and such Receivables will be held by such Trust free and
clear of any lien of any person claiming through the Seller, except for liens
created or permitted by the such Trust Agreement. In the related Indenture, if
any, the Issuer will represent and warrant to the related Indenture Trustee
that (a) no interest in any Receivable conveyed by such Issuer to such
Indenture Trustee thereunder has been sold, transferred or pledged by such
Issuer to any other person, (b) upon execution and delivery of such Indenture
by such Issuer, such Indenture Trustee shall have all of the right, title and
interest of the Issuer in such Receivables, free of any lien, and (c) all UCC
filings have been made to give such Indenture Trustee, a first priority
perfected security interest in the Issuer's interest in such Lease and the
related Equipment (if such Equipment is located in a state in which a UCC
filing was made and, in the case of Leased Vehicles, subject to applicable
titling statutes), subject to liens permitted by the related Trust Agreement
and liens which have priority by operation of law.

In each Contribution and Sale Agreement, the Originator will agree to do
nothing to impair the rights of the Seller in the Receivables included in the
related Trust Fund, except as it is expressly permitted to do in its capacity
as the Servicer under the related Trust Agreement. In each Trust Agreement,
the Seller will covenant that, except for the sale and conveyances pursuant
thereto, and the interests created under, such Trust Agreement or as otherwise
permitted therein, the Seller will not sell, pledge, assign or transfer any
interest in any Receivables included in the related Trust Fund.

ACCOUNTS

With respect to each Trust Fund, the Servicer will establish and maintain
one or more accounts, in the name of such Trustee on behalf of the related
Securityholders, into which all payments made on or with respect to the related
Receivables will be deposited (the "Collection Account"). The Servicer will
also establish and maintain one or more separate accounts, in the name of such
Trustee on behalf of such Securityholders, in which amounts released from the
Collection Account and the reserve account(s) or other credit enhancement, if
any, for distribution to such Securityholders will be deposited and from which
distributions to such Securityholders will be made (the "Distribution
Account"). Any other accounts to be established with respect to a Trust,
including any reserve account, will be described in the related Prospectus
Supplement.

For any Series of Securities, funds in the Collection Account, the
Distribution Account, any reserve account and other accounts identified as such
in the related Prospectus Supplement (collectively, the "Trust Accounts") shall
be invested as provided in the related Trust Agreement in Eligible Investments.
"Eligible Investments" are generally limited to investments acceptable to the
Rating Agencies as being consistent with the rating of any related Securities.
Subject to certain conditions, Eligible Investments may include securities
issued by the Seller, the Originator, the Servicer or their respective
affiliates or other trusts created by the Seller or its affiliates. Except as
described in the related Prospectus Supplement, Eligible Investments will
generally be limited to obligations or securities that mature, or the invested
funds will be available for withdrawal without loss of principal or interest,
not later than the related Payment Date. Except as otherwise specified in the
related Prospectus Supplement, investment earnings on funds deposited in the
applicable Trust Accounts, net of losses and investment expenses, shall be
deposited in the applicable Collection Account on or prior to each Payment Date
and shall be available for making distributions on the related Securities.

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The Trust Accounts will be maintained as Eligible Deposit Accounts.
"Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank) having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution has a credit rating from each
applicable Rating Agency rating such securities in one of its generic rating
categories which signifies investment grade or is otherwise acceptable to each
such Rating Agency. "Eligible Institution" means, with respect to a Trust
Fund, (a) the corporate trust department of the related Trustee or (b) a
depository institution organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank), which (i)(A) has either (1) a long-term unsecured
debt rating acceptable to the applicable Rating Agencies or (2) a short-term
unsecured debt rating or certificate of deposit rating acceptable to the
applicable Rating Agencies, (B) the parent corporation of which has either (1)
a long-term unsecured debt rating acceptable to the applicable Rating Agencies
or (2) a short-term unsecured debt rating or certificate of deposit rating
acceptable to the applicable Rating Agencies or (C) is otherwise acceptable to
each applicable Rating Agency and (ii) whose deposits are insured by the
Federal Deposit Insurance Corporation.

SUBSTITUTION

Subject to the limitations set forth in the related Prospectus Supplement,
pursuant to the related Trust Agreement, the Seller may have the ability to
substitute a comparable Lease, together with an interest in the related
Equipment, for and replace any Lease that defaults, terminates prior to its
scheduled termination date or becomes subject to purchase by the Originator,
the Seller or the Servicer as a result of a breach of the representations,
warranties or covenants by the Originator, the Seller or the Servicer, as
applicable, with respect to such Lease. The related Prospectus Supplement will
describe the limitations, if any, on the ability of the Seller to substitute
Receivables with respect to any Trust Fund and the criteria to be satisfied
with respect to any Receivable to be added to a Trust Fund in substitution of
another Receivable. The Seller will acquire all such Receivables under the
related Contribution and Sale Agreement.

The Seller will also have the right to substitute Equipment under any
Lease for comparable Equipment so long as there is no change in the amount,
number or timing of the scheduled payments with respect to such Lease and the
Residual Value of the substitute Equipment is not less than the Residual Value
of the original Equipment, and, to the extent provided in the related
Prospectus Supplement, the Seller may also have the right to permit add-ons and
upgrades with respect to any Lease.

Upon the replacement of a Lease and/or Equipment with a substitute Lease
and/or Equipment as described above, the interest of the related Trustee in
such replaced Lease and/or Equipment shall be terminated and, if it has been
transferred to the related Trust, such replaced Lease and/or Equipment shall be
transferred to the Seller.

SERVICING

The Servicer will service, administer and enforce the Receivables included
in each Trust Fund on behalf of the related Issuer and will have full power and
authority to do any and all things in connection with such servicing and
administration which it deems necessary or desirable. The Servicer will
manage, service, administer, and make collections on the Receivables with
reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to all comparable equipment leases that it services for
itself or others. The Servicer's duties will include collection and posting of
all payments, responding to inquiries of lessees regarding the Leases,
investigating delinquencies, accounting for collections, furnishing monthly and
annual statements with respect to collections and payments, making Servicer
Advances (if and to the extent required under the related Trust Agreement) and
using its best efforts to maintain the security interest of the Trustee in the
Receivables. The Servicer will follow its customary standards, policies, and
procedures and

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will have full power and authority, acting alone, to do any and all things in
connection with such managing, servicing, administration, and collection that
it deems necessary or desirable. Under each Trust Agreement, to facilitate
servicing and save administrative costs, the Servicer will hold the Lease Files
on behalf of the Seller, the related Trust and/or the related Trustee on behalf
of the Securityholders in accordance with the provisions of the Servicing
Agreement.

Upon the expiration or termination of a Lease, the Servicer will use
commercially reasonable efforts to dispose of any related Equipment. Without
limiting the generality of the foregoing, the Servicer may dispose of any such
Equipment by selling such Equipment to the Originator for a purchase price
equal to the fair market value thereof. In accordance with the provisions of
the related Servicing Agreement, the Servicer will deposit any and all cash
proceeds realized from the sale or other disposition of Equipment into the
related Collection Account.

SERVICER ADVANCES

The Servicer will make advances (each, a "Servicer Advance") with respect
to each Trust Fund to the extent and for the purposes set forth in the related
Prospectus Supplement, which may include that if the Servicer determines that
any scheduled payment (or portion thereof) which was due and payable pursuant
to a Lease during a Collection Period was not received prior to the end of such
Collection Period, the Servicer shall be obligated to make a Servicer Advance
in an amount up to the amount of such delinquent scheduled payment (or portion
thereof), to the extent that in its sole discretion it determines that it can
recoup such amount from subsequent collections under the related Lease and
other amounts (if any) available for such purpose as described in the related
Prospectus Supplement. The Servicer will be entitled to be reimbursed for
Servicer Advances pursuant to the related Trust Agreement and as described in
the related Prospectus Supplement.

OTHER SERVICING PROCEDURES

The Servicer will make reasonable efforts to collect all payments called
for under the terms and provisions of the Leases included in each Trust Fund as
and when the same become due, and will follow those collection procedures which
it follows with respect to all comparable equipment leases that it services for
itself or others. Subject to any limitations set forth in the related
Prospectus Supplement, under each Trust Agreement, to the extent consistent
with the Servicer's past practices, the Servicer will be permitted to defer on
only one occasion with respect to any Lease not more than three consecutive
scheduled lease payments (collectively, a "Skipped Payment") under such Lease
to the end of the term of such Lease. The related Prospectus Supplement shall
set forth the limit, if any, on the number of Leases or the Aggregate
Discounted Lease Balance or Aggregate Discounted Lease and Residual Balance of
Leases with respect to which the Servicer may permit Skipped Payments. No
Skipped Payment will be considered delinquent under any Trust Agreement. If
and to the extent described in the related Prospectus Supplement, a Trust
Agreement may provide that the Servicer may grant other extensions, adjustments
and rebates on Leases, including an extension, rebate or adjustment that
extends the original due date of any scheduled payment, reduces the number of
scheduled payments or reduces the amount of any scheduled payment. Under each
Trust Agreement, the Servicer will be permitted in its discretion to waive any
late payment charge or any other fee that may be collectible in the ordinary
course of servicing any Lease.

If and to the extent provided in the related Prospectus Supplement, if the
Servicer breaches certain covenants with respect to any Lease, the Servicer
will be required to purchase such Lease at a price based on the then current
Discounted Lease Balance or Discounted Lease and Residual Balance of such Lease
as further described in the related Prospectus Supplement. In such event, such
purchase shall be the sole remedy for any such breach. In addition, in lieu of
purchasing any such Lease, subject to the limitations set forth in the related
Prospectus Supplement with respect to substitute Leases, the Seller
may at its discretion substitute a comparable Lease for and replace any such
Lease.

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Under each Trust Agreement, the Servicer, in its sole discretion, will be
permitted to accelerate (or elect not to accelerate) the maturity of all or any
scheduled payments under any Lease under which a default under the terms
thereof has occurred and is continuing (after the lapse of any applicable grace
period); provided that the Servicer will be required to accelerate the
scheduled payments due under any Lease (and take other action in accordance
with the Servicer's past practice, including repossessing or otherwise
converting the related Equipment, to realize upon the value of such Lease and
the related Equipment) to the fullest extent permitted by the terms of such
Lease promptly after such Lease becomes a Defaulted Lease. A "Defaulted Lease"
means a Lease as to which (i) the Servicer has determined in its sole
discretion, in accordance with its customary servicing procedures, that such
Lease is not collectible, or (ii) all or part of a scheduled payment thereunder
(other than a Skipped Payment) is more than 180 days (or such shorter period as
may be set forth in the related Prospectus Supplement) delinquent.

The Servicer will use its best efforts consistent with its customary and
usual practices and procedures in its servicing of equipment leases to
repossess or otherwise comparably convert the ownership of any Equipment
relating to a Defaulted Lease and will act as sales and processing agent for
Equipment which it repossesses. The Servicer will follow such other practices
and procedures as it deems necessary or advisable and as are customary and
usual in its servicing of equipment leases in order to realize upon such
Equipment, which practices and procedures may include reasonable efforts to
enforce all obligations of lessees and repossessing and selling such Equipment
at public or private sale in circumstances other than those described in the
preceding sentence. Without limiting the generality of the foregoing, the
Servicer may sell any such Equipment to the Originator for a purchase price
equal to the then fair market value thereof. In any case in which any such
Equipment has suffered damage, the Servicer will not be obligated to expend
funds in connection with any repair or towards the repossession of such
Equipment unless it determines in its discretion that such repair and/or
repossession will increase the Liquidation Proceeds (as defined herein) to be
received in connection with such Lease by an amount greater than the amount of
such expenses.

REMOVAL OF THE SERVICER

With respect to each Trust Fund, the Servicer will not resign from the
obligations and duties imposed on it pursuant to the related Servicing
Agreement except (a) upon a determination that (i) the performance of its
duties pursuant to such Servicing Agreement is impermissible under applicable
law and (ii) there is no reasonable action which the Servicer could take to
make the performance of its duties pursuant to such Servicing Agreement
permissible under applicable law. Any determination pursuant to clause (i)
above will be evidenced by an opinion of counsel to such effect and any
determination pursuant to clause (ii) above will be evidenced by a certificate
of an officer of the Servicer, in each case delivered to the related Trustee.
If within 120 days of the date of such determination, such Trustee is unable to
appoint a successor Servicer, such Trustee will without further action be
appointed as successor Servicer. No Servicer resignation will become effective
until such Trustee or another successor Servicer has assumed the
responsibilities and obligations of the Servicer in accordance with the related
Servicing Agreement.

"Servicer Default" with respect to each Trust Fund means the occurrence of
any of the following events:

(i) any failure by the Servicer to make any payment, transfer or
deposit or deliver any statement which continues beyond the second
business day after the date upon which such payment, transfer, or
delivery is required to be made pursuant to the related Servicing
Agreement;

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(ii) any failure by the Servicer to observe or perform in any
material respect any other covenant or agreement of the Servicer pursuant
to the related Servicing Agreement, if such failure materially and
adversely affects the rights of the related Securityholders and continues
unremedied for a period of thirty days after the earlier of (a) the date
on which written demand that such failure be remedied is given to the
Servicer by the related Trustee or the holders of a majority of the
related Securities or (b) the date on which an officer of the Servicer
becomes aware of such failure;

(iii) any delegation of the Servicer's duties, except as permitted
by the related Servicing Agreement;

(iv) any representation, warranty or certification made by the
Servicer in the related Servicing Agreement or in any certificate
delivered pursuant to such Servicing Agreement proves to have been
incorrect in any material respect when made and such incorrect statement
has a material and adverse effect on the rights of the related
Securityholders and continues to be incorrect in any material respect for
a period of thirty days after the earlier of (a) the date on which
written demand that such incorrect statement be remedied is given to the
Servicer by the related Trustee or the holders of a majority of the
related Securities or (b) the date on which an officer of the Servicer
becomes aware of such incorrect statement; or

(v) (A) the Servicer consents to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceeding of or
relating to the Servicer or all or substantially all of its property, (B)
a decree or order of a court or agency or supervisory authority having
proper jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceeding, or for the winding-up or
liquidation of the Servicer's affairs, is entered against the Servicer
and such decree or order remains in force undischarged or unstayed for a
period of 60 days, or (C) the Servicer admits in writing its inability to
pay, or fails to pay, its debts generally as they become due, files a
petition or commences any case or proceeding to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, makes any
assignment for the benefit of its creditors or voluntarily suspends
payment of its obligations.

Notwithstanding the foregoing, any delay in or failure of performance
referred to in clause (i) for a period not in excess of five business days or
under clause (ii), (iii) or (iv) for a period not in excess of sixty business
days (in each case, without giving effect to any grace period described in such
clause) will not constitute a Servicer Default if such delay or failure could
not be prevented by the exercise of reasonable diligence by the Servicer and
such delay or failure was caused by an act of God or the public enemy, acts of
declared or undeclared war, public disorder, rebellion or sabotage, epidemics,
landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes.
The preceding sentence will not relieve the Servicer of the obligation to use
its best efforts to perform its obligations in a timely manner in accordance
with the terms of the related Servicing Agreement.

If any Servicer Default occurs, then, so long as such Servicer Default is
continuing, the related Trustee or the holders of a majority of the related
Securities, by written notice (a "Termination Notice") to the Servicer (and to
such Trustee), may terminate all of the rights and obligations of the Servicer
pursuant to the related Servicing Agreement and in, to and under the property
of the related Trust Fund.

As promptly as possible after delivery of a Termination Notice, the
related Trustee will assume the responsibilities and obligations of the
Servicer or appoint another successor to the Servicer. No person

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shall act as the successor Servicer until such person accepts its appointment
by a written assumption in a form reasonably acceptable to the related Trustee.
Such Trustee may obtain bids from potential successor Servicers. If no
successor Servicer has been appointed and accepted its appointment at the time
when the Servicer ceases to act as Servicer, such Trustee, without further
action, will automatically be appointed the successor Servicer, unless such
Trustee is legally unable so to act, in which case such Trustee will petition a
court of competent jurisdiction to appoint an established servicing entity
having a net worth of not less than $25,000,000, and whose regular business
includes the servicing of leases of equipment which is of a type or types
similar to the Equipment and who satisfies any other criteria set forth in the
related Servicing Agreement.

WAIVER OF PAST SERVICER DEFAULTS

With respect to each Trust Fund, subject to any required approvals of
providers of credit enhancement, the holders of Securities evidencing at least
a majority of the voting rights of any then outstanding related Securities may,
on behalf of all Securityholders of the related Securities, waive any Servicer
Default and its consequences, except a default in making any required deposits
to or payments from any of the Trust Accounts in accordance with such Servicing
Agreement. No such waiver shall impair the Securityholders' rights with
respect to subsequent defaults.

CERTAIN MATTERS REGARDING THE SERVICER

Each Trust Agreement will further provide that neither the Servicer nor
any of its respective directors, officers, employees, or agents shall be under
any liability to the related Issuer or the related Securityholders for taking
any action or for refraining from taking any action pursuant to such Trust
Agreement, or for errors in judgment; provided, however, that neither the
Servicer nor any such person will be protected against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties thereunder. In addition, each Trust Agreement will
provide that the Servicer is under no obligation to appear in, prosecute, or
defend any legal action that is not incidental to its servicing
responsibilities under such Trust Agreement and that, in its opinion, may cause
it to incur any expense or liability.

Under the circumstances specified in any Trust Agreement, any entity into
which the Servicer may be merged or consolidated, or any entity resulting from
any merger or consolidation to which the Servicer is a party, or any entity
succeeding to the business of the Servicer, which entity in each of the
foregoing cases expressly assumes the obligations of the Servicer under such
Trust Agreement, will be the successor to the Servicer under such Trust
Agreement.

Under each Trust Agreement, the Servicer will be permitted to enter into
servicing agreements with one or more subservicers to perform all or a portion
of its servicing duties thereunder. No such arrangement shall relieve the
Servicer of any of its obligations or liabilities under any Trust Agreement,
and the Servicer will be responsible for all fees and expenses of any
subservicer.

SERVICING COMPENSATION

With respect to each Trust Fund, as compensation for its servicing
activities with respect to the related Receivables, the Servicer will be
entitled to receive a servicing fee for each Collection Period (the "Servicing
Fee") in an amount equal to a specified percentage per annum of the value of
the assets held in such Trust Fund, as set forth in the related Prospectus
Supplement. The Servicing Fee will be payable out of the assets of such Trust
Fund, and the related Prospectus Supplement and Servicing Agreement will
specify the priority of distributions with respect to the Servicing Fee. The
Servicing Fee may be paid prior to any distribution to the related
Securityholders.

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The Servicer will also collect and be entitled to retain any late fees and
charges, any taxes, fees or other charges imposed by any governmental
authority, any indemnity payments made by a Lessee for the benefit of the
lessor under the related Lease, any payments collected from a Lessee relating
to servicing and/or maintenance payments pursuant to the related Lease or
maintenance agreement, as applicable, any Excess Use Fees, and other
administrative fees, the penalty portion of interest paid on past due amounts
and other administrative fees or similar charges and other amounts as described
in the related Prospectus Supplement (collectively, the "Excluded Amounts"),
and will be entitled to reimbursement from each Trust Fund for certain
liabilities. To the extent the Servicer collects any taxes, fees or other
charges imposed by any governmental authority, any payments collected from a
Lessee relating to servicing and/or maintenance payments pursuant to the
related Lease or maintenance agreement, as applicable, or any Excess Use Fees,
the Servicer shall be obligated to pay any amount so collected to the entity on
behalf of which such collection was made.

The Servicing Fee is intended to compensate the Servicer for performing
the functions of a third party servicer of similar types of receivables as an
agent for their beneficial owner, including collecting and posting all
payments, responding to inquiries of Lessees, investigating delinquencies,
sending payment coupons to Lessees, reporting tax information to Lessees,
paying costs of collection and disposition on defaults, and policing the
collateral. The Servicing Fee also will compensate the Servicer for
administering the related Receivables (including making any Servicer Advances),
accounting for collections and furnishing statements to the applicable Trustee
with respect to distributions. The Servicing Fee also will reimburse the
Servicer for certain taxes, accounting fees, outside auditor fees, Trustee
fees, data processing costs and other costs incurred in connection with
administering the Receivables included in any Trust Fund.

PAYMENTS ON RECEIVABLES

With respect to each Trust Fund, no later than the second Business Day
after the formation of such Trust Fund, the Servicer will deposit (in
immediately available funds) into the related Collection Account all
collections and amounts received with respect to the related Receivables after
the applicable Cut-Off Date and through and including the date of such
formation. Thereafter, the Servicer will deposit (in immediately available
funds) all collections and amounts received with respect to the related
Receivables in the related Collection Account, as promptly as possible after
the date upon which such collections or payments are received (but in no event
later than the second Business Day after such date).

Collections on Receivables in any Trust Fund will include all proceeds
realized from the sale or other disposition of Equipment under a Lease
included therein that has terminated on its scheduled expiration date or prior
to its scheduled expiration date (including because of a casualty loss), in
each case, net of Liquidation Expenses, and any payments made by the Lessee
under a Lease with respect to a Leased Vehicle included therein upon lease
termination as a result of excessive wear and tear on or damage to the related
Leased Vehicle or driving such Leased Vehicle in excess of the maximum mileage
set forth in such Lease. Such amounts will include the purchase price paid by
a Lessee upon exercise of any purchase option upon scheduled lease termination.
Collections will also include, with respect to a Defaulted Lease, proceeds from
the sale or other disposition of the underlying Equipment, proceeds of any
related insurance policy and other recoveries with respect thereto, net of
Liquidation Expenses and amounts received that are required to be refunded to
the Lessee on such Lease ("Liquidation Proceeds"). Collections will not
include any Excluded Amounts. "Liquidation Expenses" means, with respect to any
Lease, the aggregate amount of all out-of-pocket expenses incurred by the
Servicer (including any subservicer) in accordance with the Servicer's
customary procedures in connection with the repossession, refurbishing and
disposition of any related Equipment upon or after the expiration or other
termination of such Lease and other out-of-pocket costs related to the
liquidation of any such Equipment, including the attempted collection of any
amount owing pursuant to such Lease if it is a Defaulted Lease.

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DISTRIBUTIONS AND PAYMENTS ON SECURITIES

With respect to any Securities offered hereby, beginning on the Payment
Date specified in the related Prospectus Supplement, distributions of principal
and interest (or, where applicable, of principal or interest only) on each
Class of such Securities entitled thereto will be made by the applicable
Trustee to the holders of such Securities. The timing, calculation,
allocation, order, source, priorities of and requirements for payments with
respect to each Class of Notes and distributions with respect to each Class of
Certificates will be set forth in the related Prospectus Supplement.

With respect to each Trust Fund, on each Payment Date, collections on the
related Receivables will be transferred from the Collection Account to the
Distribution Account for distribution to Securityholders, respectively, to the
extent provided in the related Prospectus Supplement. The related Prospectus
Supplement will describe, to the extent relevant, deposits and withdrawals from
other Trust Accounts (including any reserve accounts). Credit enhancement,
such as a reserve account, may be available to cover any shortfalls in the
amount available for distribution on such date, to the extent specified in the
related Prospectus Supplement. As more fully described in the related
Prospectus Supplement, and unless otherwise specified therein, distributions in
respect of principal (or certificate balance) of a Class of Securities will be
subordinate to distributions in respect of interest on such Class, and, with
respect to an Owner Trust, distributions in respect of the related Certificates
will be subordinate to payments in respect of the related Notes.

CREDIT ENHANCEMENTS

The amounts and types of credit enhancement arrangements, if any, and the
provider thereof, if applicable, with respect to each Class of Securities
offered hereby will be set forth in the related Prospectus Supplement. If and
to the extent provided in the related Prospectus Supplement, credit enhancement
may be in the form of a reserve account or accounts, a financial guaranty
insurance policy, subordination among Securities of a Trust Fund,
over-collateralization, letters of credit, credit or liquidity facilities,
third party payments, surety bonds, cash deposits or any combination of two or
more of the foregoing. If specified in the applicable Prospectus Supplement,
credit enhancement for a Class of Securities may cover one or more other
Classes of Securities of the same Series, and credit enhancement for a Series
of Securities may cover one or more other Series of Securities.

The presence of credit enhancement for the benefit of any Class or Series
of Securities is intended to enhance the likelihood of receipt by the
Securityholders thereof of the full amount of principal (or certificate
balance) and interest due thereon and to decrease the likelihood that such
Securityholders will experience losses. As more specifically provided in the
related Prospectus Supplement, the credit enhancement for any Securities will
not provide protection against all risks of loss and will not guarantee
repayment of the entire principal balance (or certificate balance) and interest
thereon. If losses occur which exceed the amount covered by any credit
enhancement or which are not covered by any credit enhancement, Securityholders
of any Class or Series will bear their allocable share of deficiencies, as
described in the related Prospectus Supplement. In addition, if a form of
credit enhancement covers more than one Class or Series of Securities,
Securityholders of any such Class or Series will be subject to the risk that
such credit enhancement will be exhausted by the claims of Securityholders of
other Classes or Series.

STATEMENTS TO INDENTURE TRUSTEES AND TRUSTEES

Prior to each Payment Date with respect to each Series of Securities, the
Servicer will provide to the applicable Indenture Trustee and/or the applicable
Trustee as of the close of business on the last day of the preceding related
Collection Period a statement setting forth substantially the same information
as is required to be provided in the periodic reports provided to
Securityholders of such Series described under "Description of the Securities -
Reports to Securityholders."

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EVIDENCE AS TO COMPLIANCE

Each Trust Agreement will provide that a firm of independent public
accountants will furnish to the related Trust and/or the applicable Trustee on
or before October 31 of each year, beginning the first October 31 which is at
least twelve months after the initial issuance of the related Securities, a
statement as to compliance by the Servicer during the preceding twelve months
(or, in the case of the first such certificate, the period from the initial
issuance of the related Securities) with certain standards relating to the
servicing of the Receivables, the Servicer's accounting records and computer
files with respect thereto and certain other matters.

Each Trust Agreement will also provide for delivery to the related Trust
and/or the applicable Trustee on or before October 31 of each year, beginning
the first October 31 which is at least twelve months after the initial issuance
of the related Securities, of a certificate signed by an officer of the
Servicer stating that the Servicer either has fulfilled its obligations under
such Trust Agreement in all material respects throughout the preceding 12
months (or, in the case of the first such certificate, the period from the
initial issuance of the related Securities) or, if there has been a default in
the fulfillment of any such obligation in any material respect, describing each
such default. The Servicer also will agree to give each Indenture Trustee and
each Trustee notice of certain Servicer Defaults under the related Trust
Agreement.

Copies of such statements and certificates may be obtained by
Securityholders by a request in writing addressed to the applicable Trustee.

AMENDMENT OF THE TRUST AGREEMENTS

General. Each Trust Agreement (other than an Indenture) may be amended by
the parties thereto, with the consent of the related Trustee to the extent not
a party thereto, without the consent of the related Securityholders, (i) to
cure any ambiguity, (ii) to correct or supplement any provision therein that
may be defective or inconsistent with any other provision therein, (iii) to add
or supplement any credit enhancement for the benefit of the related
Securityholders (provided, that if any such addition shall affect any Class or
Series of Securityholders differently than any other Class or Series of
Securityholders then such addition shall not, as evidenced by an opinion of
counsel, adversely affect in any material respect the interests of any Class or
Series of Securityholders), (iv) to add to the covenants, restrictions or
obligations of the Servicer, the Trust or the Trustee, (v) to add, change or
eliminate any other provision therein in any manner that shall not, as
evidenced by an opinion of counsel, adversely affect in any material respect
the interests of the related Securityholders or (vi) as otherwise provided in
the related Prospectus Supplement. Each Trust Agreement (other than an
Indenture) may also be amended by the Seller, the Servicer, and the applicable
Trustee with the consent of the holders of related Securities evidencing at
least a majority of the voting rights of any such then outstanding Securities
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of such Trust Agreement or of modifying in
any manner the rights of the related Securityholders, provided, however, that
no such amendment may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the related
Receivables or distributions that are required to be made on the related
Securities or (ii) reduce the aforesaid percentage of the Securities which are
required to consent to any such amendment, without the consent of all related
Securityholders.

With respect to the consent of Securityholders to any proposed amendment
to any Trust Agreement (including an Indenture), it shall not be necessary for
any Securityholder to approve the form of any amendment or consent, but it
shall be sufficient if such consent approves the substance thereof. Any such
consent given by the holder of any Security shall bind all subsequent holders
of such Security.

Indentures. The Issuer and the Indenture Trustee with respect to an
Indenture, without the consent of the holders of the related Notes, but with
prior notice to the related Rating Agencies, at any

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time and from time to time, may enter into one or more supplemental indentures
thereto, for any of the following purposes: (a) to correct or amplify the
description of any property at any time subject to the lien of such Indenture,
or add additional property; (b) to provide for the assumption of such Notes and
such Indenture obligations by a permitted successor to such Issuer; (c) to add
additional covenants for the benefit of the holders of such Notes or to
surrender any right or power conferred upon such Issuer; (d) to convey,
transfer, assign, mortgage or pledge any property to or with such Indenture
Trustee; (e) to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be inconsistent with any
other provision of such Indenture or in any supplemental indenture provided
that such action shall not adversely affect in any material respect the
interests of the holders of such Notes; (f) to provide for the acceptance of
the appointment of a permitted successor Indenture Trustee and to add or to
change any of the provisions of such Indenture as shall be necessary to
facilitate the administration by more than one trustee; (g) to modify,
eliminate or add to the provisions of such Indenture in order to comply with
the Trust Indenture Act; (h) to add any provisions to, or change in any manner
or eliminate any of the provisions of, such Indenture or modify in any manner
the rights of the holders of such Notes under such Indenture, provided that
such action described in this clause (h) shall not, as evidenced by an opinion
of counsel, adversely affect in any material respect the interests of any of
the holders of such Notes; or (i) for any other purpose set forth in the
related Prospectus Supplement.

The Issuer and the Indenture Trustee with respect to an Indenture, with
prior notice to the related Rating Agencies and with the consent of the holders
of not less than a majority of the aggregate outstanding principal amount of
the related Notes, may enter into a supplemental indenture thereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, such Indenture or of modifying in any manner the
right of the holders of such Notes under such Indenture. Without the consent
of the holder of each such Note outstanding affected thereby, however, no such
supplemental indenture may, among other things: (a) change the date of payment
of any installment of principal amount thereof, the interest rate thereon or
the redemption price with respect thereto, change the provision of such
Indenture relating to the application of collections on, or the proceeds of the
sale of, the property subject to such Indenture to payment of principal of or
interest on such Notes, or change any place of payment where, or the coin or
currency in which, any such Note or the interest thereon is payable; (b) impair
the right to institute suit for the enforcement of the provisions of such
Indenture regarding payment; (c) reduce the percentage of the outstanding
principal amount of such Notes, the consent of the holders of which is required
for any such supplemental Indenture, or the consent of the holders of which is
required for any waiver of compliance with certain provisions of such Indenture
or certain defaults thereunder and their consequences as provided for in such
Indenture; (d) reduce the percentage of the outstanding principal amount of
such Notes required to direct such Indenture Trustee to direct such Issuer to
sell or liquidate the property subject to such Indenture if the proceeds of
such sale would be insufficient to pay the principal amount of and accrued but
unpaid interest on all such Notes outstanding; (e) modify any provision of such
Indenture to decrease the required minimum percentage necessary to approve any
amendments to any provisions of such Indenture; (f) modify any of the
provisions of such Indenture in such manner as to affect the calculation of the
amount of any payment of interest or principal due on any such Note on any
Payment Date or to affect the rights of the holders of such Notes to the
benefit of any provisions for the mandatory redemption of such Notes; or (g)
permit the creation of any lien ranking prior to or on a parity with the lien
of such Indenture with respect to any part of the property subject to such
Indenture or, except as otherwise permitted or contemplated in such Indenture,
terminate the lien of such Indenture on any property or deprive the holder of
any such Note of the security provided by the lien of such Indenture.

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EVENTS OF DEFAULT UNDER INDENTURE; RIGHTS UPON EVENTS OF DEFAULT UNDER
INDENTURE

"Event of Default" under an Indenture will consist of any one of the
following events: (a) failure to pay any interest on the related Notes when
the same is due and payable, and such failure continues unremedied for a period
of five days; (b) (i) except as set forth in (ii), failure to pay any
installment of the principal of any such Note when the same is due and payable,
and such failure continues unremedied for a period of thirty (30) days or (ii)
failure to pay in full the outstanding principal amount on any such Note on or
prior to the its maturity date; (c) default with respect to any covenant or to
any representation or warranty of the related Issuer, which default has a
material adverse effect on the holders of the Notes, and such default shall
continue or not be cured for a period of 30 days after there shall have been
given to such Issuer by such Indenture Trustee or to such Issuer and such
Indenture Trustee by the holders of at least 25% of the aggregate outstanding
principal amount of such Notes, a written notice specifying such default and
requiring it to be remedied; or (d) certain events of bankruptcy, insolvency or
receivership with respect to such Issuer and the other events (if any) set
forth in the related Prospectus Supplement.

If an Event of Default under any Indenture should occur and be continuing,
unless the principal amount of the related Notes shall have already become due
and payable, the related Indenture Trustee or the holders of such Notes
representing a majority of the aggregate outstanding principal amount of such
Notes may declare all such Notes to be immediately due and payable. Such
declaration may, under certain circumstances, be rescinded by the holders of
such Notes representing a majority of the aggregate outstanding principal
amount of such Notes.

If an Event of Default should occur and be continuing and the related
Notes have been accelerated, the related Indenture Trustee may (but shall not
be required to) do one or more of the following: (a) institute proceedings for
the collection of all amounts then payable on such Notes, enforce any judgment
obtained, and collect from the related Issuer and any other obligor upon such
Notes moneys adjudged due; (b) institute proceedings from time to time for the
complete or partial foreclosure of the property subject to such Indenture; (c)
exercise any remedies of a secured party under the UCC; (d) sell the property
subject to such Indenture; or (e) elect to have such Issuer maintain possession
of the property subject to such Indenture, including the Receivables included
therein, and continue to apply collections on such Receivables as if there had
been no declaration of acceleration. Such Indenture Trustee, however, may not
sell or otherwise liquidate the property subject to such Indenture following an
Event of Default, unless (a) the holders of 100% of the outstanding principal
amount of such Notes consent thereto, (b) the proceeds of such sale or
liquidation distributable to the holders of such Notes are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for principal
and interest or (c) such Indenture Trustee determines that the property
subject to such Indenture will not continue to provide sufficient funds for the
payment of principal of and interest on such Notes as they would have become
due if such Notes had not been declared due and payable, and such Indenture
Trustee obtains the consent of holders of 66-2/3% of the aggregate outstanding
principal amount of such Notes.

No holder of any Note shall have any right to institute any proceeding
with respect to the related Indenture, unless: (a) such holder has previously
given written notice to the related Indenture Trustee of a continuing Event of
Default; (b) the holders of not less than 25% of the aggregate outstanding
principal amount of such Notes have made written request to such Indenture
Trustee to institute such proceeding in respect of such Event of Default; (c)
such holder or holders have offered to such Indenture Trustee indemnity against
the costs, expenses and liabilities to be incurred in complying with such
request; (d) such Indenture Trustee has failed for 60 days to institute such
proceeding; and (e) no direction inconsistent with such written request has
been given to such Indenture Trustee during such 60-day period by the holders
of a majority of the aggregate outstanding principal amount of such Notes.

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In the event the Indenture Trustee under any Indenture shall receive
conflicting or inconsistent requests and indemnity from two or more groups of
holders of any related Notes, each representing less than a majority of the
aggregate outstanding principal amount of such Notes, such Indenture Trustee in
its sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of the related Indenture, and shall have
no liability to any person for such action or inaction.

Subject to the provisions of an Indenture regarding the duties of the
related Indenture Trustee, if an Event of Default occurs and is continuing,
such Indenture Trustee need not take any action that it determines might
involve it in liability (a) with respect to which such Indenture Trustee shall
have reasonable grounds to believe that adequate indemnity against such
liability is not assured to it and (b) which might materially adversely affect
the rights of any holders of the related Notes not consenting to such action.
Subject to the provisions for indemnification and certain limitations contained
in such Indenture, the holders of a majority of the aggregate outstanding
principal amount of such Notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to such
Indenture Trustee with respect to such Notes or exercising any trust or power
conferred on such Indenture Trustee. The holders of a majority of the
aggregate outstanding principal amount of such Notes may also, in certain
cases, waive any past Event of Default and its consequences except a default
(a) in payment of principal of or interest on any of such Notes or (b) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the holder of each such Note.

If an Event of Default occurs and is continuing and if the related
Indenture Trustee has actual knowledge of such Event of Default, such Indenture
Trustee shall mail to each holder of the related Notes notice of the default
within 60 days after it occurs. Except in the case of a default in payment of
principal of or interest on any such Note, such Indenture Trustee may withhold
the notice if and so long as it in good faith determines that withholding the
notice is in the interests of the holders of such Notes; and provided that in
the case of any default with respect to any covenant or to any representation
or warranty of the related Issuer, no such notice to holders shall be given
until at least 30 days after the occurrence thereof.

INSOLVENCY EVENT

In the event that any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding or other proceeding, voluntary or involuntary, under
any federal or state bankruptcy or similar law shall occur with respect to the
Seller, each Issuer that is a Trust will terminate, and the Receivables held in
the related Trust Fund will be liquidated and each such Trust will be
terminated 90 days after the date of such event, unless, before the end of such
90-day period, the Trustee of such Trust shall have received written
instructions from the related Securityholders identified in the related
Prospectus Supplement, and, if applicable, the providers of credit enhancement,
if any, to the effect that such parties disapprove of the liquidation of such
Receivables. The proceeds from any such sale, disposition or liquidation of
such Receivables will be treated as collections on such Receivables and
deposited in the related Collection Account. If the proceeds from the
liquidation of such Receivables, any amounts on deposit in the reserve
account(s), if any, and the related Distribution Account and other available
amounts, if any, are not sufficient to pay the related Securities in full, the
amount of principal returned to Securityholders will be reduced and some or all
of such Securityholders will incur a loss.

Each Trust Agreement will provide that the applicable Trustee does not
have the power to commence a voluntary proceeding in bankruptcy with respect to
any related Trust without the unanimous prior approval of all
Certificateholders (including the Seller, if applicable) of such Trust unless
such Trustee reasonably believes that such Trust is insolvent.

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TERMINATION

With respect to each Trust Fund, subject to the occurrence of an
Insolvency Event as described above and as otherwise provided in the related
Prospectus Supplement, the obligations of the Servicer, the Seller and the
applicable Trustee pursuant to the related Trust Agreement will terminate upon
the earlier to occur of (i) the maturity or other liquidation of the last
related Receivable and the disposition of any amounts received upon liquidation
of any related Receivables and (ii) the payment to the holders of all related
Securities of all amounts required to be paid to them pursuant to such Trust
Agreement. In addition, if and to the extent described in the related
Prospectus Supplement, in order to avoid excessive administrative expense, the
Servicer will have the option to purchase the assets of each Trust Fund from
and after the time the outstanding principal amount of the related Securities
is less than a designated percentage of the outstanding principal amount of
such Securities as of the initial issuance thereof or the Discounted Lease
Balance and/or Discounted Lease and Residual Balance of the Receivables
remaining in such Trust Fund declines to designated levels. The related
Securities will be redeemed following any such purchase.

ADMINISTRATION AGREEMENT

With respect to each Owner Trust, Trans Leasing (in its capacity as
administrator, the "Administrator"), will enter into an agreement (an
"Administration Agreement") with such Owner Trust and the related Trustee
pursuant to which the Administrator will agree, to the extent provided in the
Administration Agreement, to provide the notices and to perform other
administrative obligations of such Owner Trust and Owner Trustee required by
the related Trust Agreement. As compensation for the performance of the
Administrator's obligations under the Administration Agreement and as
reimbursement for its expenses related thereto, the Administrator will be
entitled to a monthly administration fee, which fee will be paid by the
Servicer, by the applicable Trust Fund or otherwise as set forth in the related
Prospectus Supplement.

REGARDING THE TRUSTEES

Pursuant to the terms of the Trust Agreements, a Trustee shall be entitled
to reasonable compensation for its services and the reimbursement of its
reasonable expenses. In addition, the Servicer shall indemnify and hold
harmless such Trustee from and against all costs, expenses, losses, claims,
damages and liabilities arising out of or incurred in connection with the
acceptance, administration or performance of such Trustee's duties under the
related Trust Agreement other than (a) as a result of such Trustee's own
willful misfeasance, bad faith or negligence (other than errors in judgment) or
a breach by such Trustee of the representations and warranties made by it in
the related Trust Agreement or (b) arising out of or incurred by such Trustee
in connection with the performance by it of the duties of a successor servicer,
if applicable.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

GENERAL

The sale and contribution of the Receivables by the Originator to the
Seller pursuant to a Contribution and Sale Agreement, the transfer of the
Receivables by the Seller to the Trust pursuant to the related Trust Agreement
and/or the pledge of the Receivables to the Trustee under the Trust Agreement,
the perfection of such interests in the Receivables and the enforcement of
rights to realize on the Receivables are subject to a number of federal and
state laws, including the UCC as in effect in various states.

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INSOLVENCY AND BANKRUPTCY MATTERS

The Seller has taken steps in structuring the transactions contemplated
hereby intended to make it unlikely that the Seller will be subject to a
voluntary or involuntary petition for relief under the Insolvency Laws or that
the voluntary or involuntary petition for relief by the Originator under the
Insolvency Laws will result in consolidation of the assets and liabilities of
Seller with those of the Originator. Such steps generally involve the creation
of the Seller as a separate, limited purpose subsidiary, with a certificate of
incorporation which contains certain limitations on the nature of its business.
The Seller's certificate of incorporation also includes a restriction on the
Seller's ability to commence a voluntary case or proceeding under any
Insolvency Law without the prior unanimous affirmative vote of all its
directors. In addition, with respect to each Trust Fund, the Trustee and all
Securityholders will covenant that they will not, until at least one year and
one day after the termination of the related Trust Agreement, institute against
the Seller or the related Trust, if any, any bankruptcy, reorganization or
other proceeding under any Insolvency Laws. If, notwithstanding the foregoing
measures, a court concluded that the assets and liabilities of the Originator
include those of the Seller in the event of a bankruptcy of the Originator, or
a filing were made under any Insolvency Laws by or against the Seller, or an
attempt were made to litigate the consolidation issue, then delays in
distributions on Securities (and possible reductions in the amount of such
distributions) could occur.

With respect to each Trust Fund, the related Contribution and Sale
Agreement will require that the Originator sell and contribute the related
Receivables to the Seller. It is intended by the Originator and the Seller
that each transfer of Receivables by the Originator to the Seller constitute a
"true sale" or a "true contribution" of such Receivables, such that such
Receivables do not constitute assets of the Originator in the event of a
bankruptcy of the Originator. However, in the event of a bankruptcy of the
Originator, a court, among other remedies, could attempt to recharacterize the
transfer of the Receivables by the Originator to the Seller as a borrowing by
the Originator from the Seller (or the related Securityholders), secured by a
pledge of such Receivables. Such an attempt, even if unsuccessful, could
result in delays in payments on the Securities or (should the court
recharacterize the transfer) could result in reductions in payments on the
Securities. If the transfer of Receivables to the Seller were so
characterized, then a tax or other similar lien on the property of the
Originator may have priority over the interest of the Seller in such
Receivables.

INTEREST IN THE RECEIVABLES

In connection with the formation of each Trust Fund, the Originator will
sell and contribute to the Seller all of its right, title and interest in the
related Receivables, pursuant to a Contribution and Sale Agreement in which the
Originator will represent and warrant that the sale and contribution of the
Leases by it to the Seller is a valid sale, transfer and conveyance of its
interests in such Leases. The Seller will warrant in a Trust Agreement (a) if
the Seller retains title to the Receivables, that the Trustee or Indenture
Trustee for the benefit of Securityholders has a valid security interest in
such Receivables, or (b) if the Seller transfers such Receivables to a Trust,
that either (i) the transfer of the Receivables to such Trust is a valid
assignment, transfer and conveyance of the Seller's interest in such Leases to
the Trust or (ii) the Trustee on behalf of the Securityholders has a valid
security interest in such Leases. Any such Trust to which Receivables are
transferred may in turn pledge its interest in such Receivables to secure Notes
under the related Indenture. In each Contribution and Sale Agreement, the
Originator will agree, and in each Trust Agreement, the Servicer will agree, to
indicate in its computer records that the Receivables included in the related
Trust Fund have been sold to the Seller, and, as appropriate, transferred to
the related Trust and/or pledged under the related Indenture.

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Under each Trust Agreement, to facilitate servicing and save
administrative costs, the Servicer will have possession of the related Lease
Files and the Lease Files will not be required to be segregated from the files
relating to other leases serviced by the Servicer and will not be stamped or
otherwise marked to reflect the sale, contribution, transfer and assignment of
the related Receivables to the Seller, the Trust and/or the Trustee, as
applicable. With respect to each Trust Fund, however, Trans Leasing, as
Originator, will file UCC financing statements with respect to the sale,
contribution, transfer and assignment of the related Receivables to the Seller.
If the Issuer is a Trust, the Seller will file UCC financing statements with
respect to the sale, transfer and assignment of such Receivables to such Trust.
In addition, if applicable, each Issuer will file UCC financing statements with
respect to the security interest in its assets granted to the Indenture Trustee
under the related Indenture.

There are certain limited circumstances under UCC and applicable federal
law under which third parties could have an interest in a Receivable with
priority over the interest of the related Trust or Trustee. If, through
inadvertence or otherwise, a third party were to purchase (including the taking
of a security interest in) a Lease for new value in the ordinary course of its
business, without actual knowledge of the interests of the related Trust or
Trustee, and take possession of a Lease, the purchaser may acquire an interest
in such Lease superior to the interest of the Seller, the Issuer and/or the
Trustee, as applicable. In addition, to the extent the transfer of Receivables
from the Seller to a Trust or a Trustee is a pledge (or is characterized as a
pledge), then a tax or other similar lien on the property of the Seller may
have priority over the interests of the Trust or the Trustee in such
Receivable. Furthermore, to the extent the transfer to the Seller is (or is
recharacterized as) a pledge, a tax lien on the property of the Originator may
also have priority over the interests of a Trust and/or a Trustee in a
Receivable. The Originator and the Seller will make certain representations
and warranties with respect to the ownership of the Receivables as of the date
of the transfer to the Seller and the Trust, if any, respectively. The
Originator and the Seller will be obligated to acquire any Receivable from the
related Trust Fund if there is a breach of such representations and warranties
that materially adversely affects the interests of the Seller or the Trust in
such Receivable, unless such breach has been cured in all material respects.

INTEREST IN THE EQUIPMENT

As described above, in each Contribution and Sale Agreement, the
Originator will sell and/or contribute to the Seller all of its right, title
and interest in and to the related Equipment. In connection therewith, the
Originator will represent and warrant that either it is the sole owner of such
Equipment or it has a security interest therein. The Seller in turn will
transfer its interest in such Equipment (which may be an ownership interest or
a security interest) to a Trust or pledge its interest in such Equipment to the
Trustee for the benefit of the Securityholders. Pursuant to a Trust Agreement,
the Seller will warrant (a) if the Seller transfers such Equipment to a Trust,
that such transfer is either a valid assignment, transfer and conveyance of its
interest in such Equipment to the Trust or it has granted to the Trust a
security interest in its interest in such Equipment, or (b) if the Seller
pledges its interest in such Equipment to a trust, that it has granted to the
Trustee for the benefit of Securityholders, a valid security interest in its
interest in such Equipment. Any such Trust to which Equipment is transferred
may in turn pledge its interest in such Equipment to secure Notes under the
related Indenture.

The related Prospectus Supplement will set forth the states (or the
criteria for determining the status) in which UCC financing statements
identifying the Equipment transferred or pledged as collateral to the Seller,
the related Trust or the related Trustee on behalf of the Securityholders,
respectively, will be filed. Because of the administrative burden and expense
that would be entailed in so doing, the Originator, the Seller and any Trust
will not file, and will not be required to file, UCC financing statements
identifying all the related Equipment in all jurisdictions in which such
Equipment is located. In the absence of such filings, any ownership interest
or security interest in Equipment located in states where no filings were made
will not be perfected in favor of the Seller, the related Trust or the related
Trustee, as the case may be. As a result, the Seller, the Trust or Trustee
could lose priority of its ownership interest or security interest in such
Equipment.

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None of the Originator, the Seller or the Servicer will have any obligation to
reacquire Equipment as to which such aforementioned occurrence results in the
loss of lien priority after the date such Trust Fund receives an interest in
such Equipment. In addition, under the Originator's current policies, it
generally does not file UCC financing statements against the lessee to perfect
the Originator's interest in the equipment under lease unless the initial
purchase price of such equipment exceeds $7,500. Therefore, certain creditors
of such a lessee may have claims against such equipment equal to or superior to
those of the Seller, the Trust or the Trustee.

THE TRUSTEE'S INTEREST IN THE LEASED VEHICLES

Because of the administrative burden and expense that would be entailed in
so doing, the Leased Vehicles may not be retitled in the name of the Seller,
the related Trust or the related Trustee on behalf of the Securityholders. The
related Prospectus Supplement will set forth the extent to which the Seller has
agreed to so retitle the Leased Vehicles. An ownership interest or security
interest in a motor vehicle registered in most states may be perfected against
creditors and subsequent purchasers without notice for valuable consideration
only by one or more of the following: depositing with the related Department of
Motor Vehicles or analogous state office a properly endorsed certificate of
title for the vehicle showing the transferee or secured party as legal owner or
lienholder thereon, or filing a sworn notation of lien with the related
Department of Motor Vehicles or analogous state office and noting such lien on
the certificate of title, or, if the vehicle has not been previously
registered, filing an application in usual form for an original registration
together with an application for registration of the secured party as legal
owner or lienholder, as the case may be. In the absence of such retitling, any
ownership interest or security interest in Leased Vehicles located in states
where retitling is required will not be perfected in favor of the Seller, the
related Trust, or the related Trustee, as the case may be. As a result, the
Seller, the Trust or the Trustee could lose priority of its ownership interest
or security interest in such Leased Vehicle.

Under the laws of most states, certain statutory liens such as mechanics',
repairmen's and garagemen's liens for repairs performed on a motor vehicle,
motor vehicle accident liens, towing and storage liens, liens arising under
various state and federal criminal statutes and liens for unpaid taxes take
priority over other interests in such vehicle by operation of law. The UCC
also grants priority to certain federal tax liens over the lien of a secured
party. The laws of most states and federal law permit the confiscation of
motor vehicles by governmental authorities under certain circumstances if used
in or acquired with the proceeds of unlawful activities, which may result in
the loss of a secured party's security interest in a confiscated vehicle.
Liens for repairs or taxes superior to the security interest of the related
Trustee in any such Leased Vehicle, or the confiscation of such Leased Vehicle,
could arise at any time during the term of a Receivable. No notice will be
given to the Trustee or any Securityholder in the event such a lien or
confiscation arises and any such lien or confiscation arising after the initial
issuance of the related Securities would not give rise to the Originator's
repurchase obligation under the related Contribution and Sale Agreement or the
Seller's repurchase obligation under the related Trust Agreement.

REPOSSESSION AND RESALE OF EQUIPMENT

In the event of default under a Lease by a lessee, the holder of such
Lease will have all the remedies of a secured party under the UCC, except where
specifically limited by other state laws. The UCC remedies of a secured party
include the right to repossession by self-help means, unless such means would
constitute a breach of the peace. Unless equipment is voluntarily surrendered,
self-help repossession is accomplished simply by taking possession of the
related equipment. In cases where the lessee objects or raises a defense to
repossession, or if otherwise required by applicable state law, a court order
is obtained from the appropriate state court, and such equipment must then be
recovered in accordance with that order. In some jurisdictions, the secured
party is required to notify the debtor of the default and the intent to
repossess the collateral and give the debtor a time period within which to cure
the default prior to repossession. Generally, this right of cure may only be
exercised on a limited number of occasions during the term of the related
lease. Other jurisdictions permit repossession without prior notice if it can
be accomplished without a breach of the peace

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(although in some states, a course of conduct in which the creditor has
accepted late payments has been held to create a right by the lessee to receive
prior notice).

The UCC and other state laws place restrictions on repossession sales,
including requirements that the secured party provide the lessee with
reasonable notice of the date, time and place of any public sale and/or the
date after which any private sale of the collateral may be held and that any
such sale be conducted in a commercially reasonable manner. Under most state
laws, a lessee has the right to redeem collateral for its obligations prior to
actual sale by paying the secured party the unpaid balance of the obligation
plus reasonable expenses for repossession, holding and preparing the collateral
for disposition and arranging for its sale, plus, to the extent provided for in
the written agreement of the parties, reasonable attorneys' fees.

In addition, because the market value of the equipment of the type
financed pursuant to the Receivables generally declines with age and may be
subject to sudden, significant declines in value due to technological
obsolescence, in the event of a repossession and sale of Equipment subject to a
Defaulted Lease, the net disposition proceeds (after Liquidation Expenses) may
be less than the full amount due on such Lease. Other factors that may affect
the ability of the Servicer to recover the entire amount due on a Defaulted
Lease in the event that the Servicer elects to repossess and sell the
underlying Equipment including whether UCC financing statements to perfect the
Originator's interest in the Equipment had been filed or if there was damage to
or loss of any Equipment.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS

With respect to a Defaulted Lease, the proceeds of sale of the underlying
Equipment generally will be applied first to Liquidation Expenses and then to
the satisfaction of the amounts due under such Lease. Under the UCC and laws
applicable in most states, a creditor is entitled to obtain a deficiency
judgment from a lessee for any deficiency on repossession and resale of the
asset securing the unpaid balance of such lessee's lease. Some states,
however, impose prohibitions or limitations on deficiency judgments. In most
jurisdictions, the courts, in interpreting the UCC, would impose upon a
creditor an obligation to repossess the equipment in a commercially reasonable
manner and to "mitigate damages" in the event of a lessee's failure to cure a
default. The creditor would be required to exercise reasonable judgment and
follow acceptable commercial practice in seizing and disposing of the equipment
and to offset the net proceeds of such disposition against its claim. In
addition, a lessee may successfully invoke an election of remedies defense to a
deficiency claim in the event that the repossession and sale of the leased
Equipment is found to be a retention discharging the lessee from all further
obligations under UCC Section 9-505(2). If a deficiency judgment were granted,
the judgment would be a personal judgment against the lessee for the shortfall,
but a defaulting lessee may have very little capital or sources of income
available following repossession. Therefore, in many cases, it may not be
useful to seek a deficiency judgment or, if one is obtained, it may be settled
at a significant discount. In some states, amounts recoverable by the lessor
of leased equipment from a lessee upon default or early termination are not
considered to be "deficiency judgments," but damages for breach or early
termination of the related lease. The only limitation or prohibition on such
damages is that they not constitute a "penalty," but rather compensate the
lessor for actual damages.

Generally, there are no requirements that any excess proceeds from
disposition of leased equipment be paid to a lessee. However, under certain
state laws, where a lessor or lessee has exercised rights against the
manufacturer and obtained replacement equipment and the lessor realizes a gain
from disposition of the replacement equipment, the lessor must refund to the
lessee the lesser of any offset for use paid by the lessee to the manufacturer
or the gain realized by the lessor.

OTHER LIMITATIONS

Certain statutory provisions, including federal and state bankruptcy and
insolvency laws, may also limit or interfere with the ability of the Servicer
to obtain a deficiency judgment in the event of a default under

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a Lease by a Lessee. For example, if bankruptcy proceedings were instituted in
respect of a Lessee, the Servicer could be prevented from continuing to collect
payments due from or on behalf of such Lessee or exercising any remedies
without the approval of the bankruptcy court, and the bankruptcy court could
permit the Lessee to use or dispose of the leased Equipment and provide a lien
on substitute collateral, so long as such substitute collateral constituted
"adequate protection" as defined under the Bankruptcy Code. In addition, in a
Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a
creditor from repossessing leased equipment, and, as part of the rehabilitation
plan, reduce the amount of the secured indebtedness to the market value of such
equipment at the time of bankruptcy, leaving the creditor as a general
unsecured creditor for the remainder of the indebtedness. A bankruptcy court
may also reduce the monthly payments due under a contract or change the time of
repayment of the indebtedness.

VICARIOUS TORT LIABILITY

Although the Seller or the Issuer may own the Leased Vehicles, the Leased
Vehicles will be operated by the related Lessees and their respective
invitees. State laws differ as to whether anyone suffering injury to person or
property involving a Leased Vehicle may bring an action against the owner of
the vehicle merely by virtue of that ownership.

Some state statutes provide that a victim of such an accident has no such
cause of action against the owner of the leased vehicle arising from the
negligent operation of such leased vehicle, unless the owner has negligently
entrusted or continues to negligently entrust the vehicle to an inappropriate
lessee. Other state statutes provide that the owner of a motor vehicle that is
subject to a lease having an initial term of at least one year is exempt from
liability for tort claims arising out of the negligent operation of the leased
vehicle or negligent acts of the operator in the event of an accident in which
the leased vehicle is involved if the lessee is required under the lease to
maintain certain specified levels of insurance, and such insurance is in
effect. Generally, the Leases contain provisions requiring the Lessees to
maintain insurance.

Actions by third parties might arise against the owner of a Leased Vehicle
based on legal theories other than negligence, such as a product defect or
improper vehicle preparation prior to the origination of the related lease.
Even if the Seller or the Issuer were to be the subject of an action for
damages as a result of its interest in a Leased Vehicle, such damages may be
covered by insurance. In the event that all such insurance coverage were
exhausted and damages were assessed against the Issuer, claims could be imposed
against the assets of the Issuer. However, such claims would not take priority
over any items comprising the Trust Fund to the extent that the related Trustee
has a perfected security interest therein. If any such claims were imposed
against the assets of the Issuer, Securityholders could incur a loss on their
investment. See "Risk Factors - Vicarious Tort Liability."

CONSUMER PROTECTION LAWS

Numerous federal and state consumer protection laws impose requirements
upon lessors and servicers involved in consumer leasing. The federal Consumer
Leasing Act of 1976 and Regulation M promulgated by the Board of Governors of
the Federal Reserve System, for example, require that a number of disclosures
be made at the time a lease is originated, including the amount of any down
payment, a description of the lessee's liability at the end of the lease term,
the amount of any periodic payments and the circumstances under which the
lessee may terminate the lease prior to the end of the lease term. The various
consumer protection laws would apply to the Originator as the initial lessor,
and may also apply to the Issuer and/or in the Trustee, as applicable, as
purchasers or assignees of the Leases. The failure to comply with such
consumer protection laws may give rise to liabilities on the part of the
Originator, the Issuer and/or in the Trustee, as applicable, including
liabilities for statutory damages and attorneys' fees. In addition, claims by
the Originator, the Issuer and/or the Trustee may be subject to set-off as a
result of such noncompliance.

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Courts have applied general equitable principles in litigation relating to
repossession and deficiency balances. These equitable principles may have the
effect of relieving a lessee from some or all of the legal consequences of a
default.

In several cases, consumers have asserted that the self-help remedies of
lessors violate the due process protections provided under the Fourteenth
Amendment to the Constitution of the United States. Courts have generally
found that repossession and resale by a lessor do not involve sufficient state
action to afford constitutional protection to consumers.

Some states have adopted "Lemon Laws" providing redress to consumers who
purchase or lease a vehicle that remains out of conformance with the
manufacturer's warranty after a specified number of attempts to correct a
problem or after a specific time period. Should any Leased Vehicle become
subject to an applicable Lemon Law, a lessee could compel termination of the
related Lease and a refund of a portion of prior scheduled monthly payments.
Although the Servicer, on behalf of the related Issuer, may be able to assert a
claim against the manufacturer of any such defective vehicle, there can be no
assurance any such claim would be successful.

As specified under "The Receivables - The Leases," the Originator will
represent and warrant under the related Contribution and Sale Agreement that
each Lease, at the time it was made, did not violate applicable state or
federal law. The Seller will assign such representations and warranties to the
related Trust, if any, and will represent and warrant that it has taken no
action which would cause such representations and warranties to be false in any
material respect. Accordingly, if a Lessee has a claim for violation of any
law and such claim materially and adversely affects the Trustee's interest in a
Receivable, the related Contribution and Sale Agreement and the related Trust
Agreement would create an obligation of the Originator and the Seller to
repurchase such Receivable unless the breach were cured in all material
respects or, if applicable, such Lease were replaced with a substitute Lease.

CERTAIN TAX CONSIDERATIONS

GENERAL

Set forth below is a discussion of the anticipated material United States
federal income tax consequences of the purchase, ownership and disposition of
the Securities offered hereunder. This discussion is based upon current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
existing and proposed Treasury Regulations thereunder, current administrative
rulings, judicial decisions and other applicable authorities. There are no
cases or Internal Revenue Service ("IRS") rulings on similar transactions
involving debt and equity interests with terms similar to those of the Notes
and the Certificates. As a result, there can be no assurance that the IRS will
not challenge the conclusions reached herein, and no ruling from the IRS has
been or will be sought on any of the issues discussed below. Furthermore,
legislative, judicial or administrative changes may occur, perhaps with
retroactive effect, which could affect the accuracy of the statements and
conclusions set forth herein as well as the tax consequences to
Securityholders.

This discussion does not purport to deal with all aspects of federal
income taxation that may be relevant to Securityholders in light of their
personal investment circumstances nor, except for certain limited discussions
of particular topics, to certain types of holders subject to special treatment
under the federal income tax laws (e.g., financial institutions,
broker-dealers, life insurance companies and tax-exempt organizations). This
information is directed to prospective purchasers who purchase Notes or
Certificates in the initial distribution thereof, who are citizens or residents
of the United States, including domestic corporations and partnerships, and who
hold the Notes or Certificates as "capital assets" within the meaning of
Section 1221 of the Code. Taxpayers and preparers of tax returns (including
those filed by any partnership

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or other issuer) should be aware that under applicable Treasury regulations a
provider of advice on specific issues of law is not considered an income tax
return preparer unless the advice is (i) given with respect to events that have
occurred at the time the advice is rendered and is not given with respect to
the consequences of contemplated actions, and (ii) is directly relevant to the
determination of an entry on a tax return. Accordingly, taxpayers should
consult their own tax advisors and tax return preparers regarding the
preparation of any item on a tax return, even where the anticipated tax
treatment has been discussed herein. PROSPECTIVE INVESTORS SHOULD CONSULT WITH
THEIR OWN TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, FOREIGN AND ANY OTHER
TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES OR
CERTIFICATES.

The following discussion addresses securities of three general types: (i)
Notes which the Seller, the Servicer, and the applicable Securityholders will
agree to treat as indebtedness secured by the related Trust Fund, (ii)
Certificates ("Security Trust Certificates") representing interests in the
related Trust (a "Security Trust") which the Seller, the Servicer and the
applicable Securityholders will agree to treat as indebtedness secured by the
Security Trust, and (iii) Certificates ("Partnership Certificates")
representing interests in the related Trust (a "Partnership") which the
Seller, the Servicer and the applicable Securityholders will agree to treat as
a partnership, in each case for purposes of federal, state and local income and
franchise taxes. The Prospectus Supplement for any Certificates will indicate
whether the related Trust Fund is a Security Trust or a Partnership. For
purposes of this discussion, references to a "Certificateholder" or a "holder"
are to the beneficial owner of a Security Trust Certificate, Partnership
Certificate, or both, as the context may require.

The following discussion is based in part upon the rules governing
original issue discount ("OID") that are set forth in Sections 1271- 1275 of
the Code and in Treasury regulations issued and proposed thereunder (the "OID
Regulations").

THE NOTES

Characterization as Debt. With respect to each Class or Series of Notes
offered hereby (except for any which is specifically identified as receiving
different tax treatment in the applicable Prospectus Supplement), Kirkland &
Ellis, special tax counsel to the Seller ("Tax Counsel"), will deliver its
opinion to the effect that, although no specific authority exists with respect
to the characterization for federal income tax purposes of securities having
the same terms as the Notes, based on the terms of the Notes, the transactions
relating to the related Receivables as set forth herein and in the related
Prospectus Supplement, and the discussions of Security Trust Certificates and
Partnership Certificates below, the Notes will properly be treated as debt for
federal income tax purposes. The Seller and each investor who acquires an
interest in a Note will agree to treat the Notes as indebtedness for federal,
state and local income and franchise tax purposes.

Treatment of Stated Interest. Based on the foregoing opinion, the stated
interest on any Notes will be taxable to a Securityholder as ordinary income
when received or accrued in accordance with such Securityholder's method of tax
accounting. Although Tax Counsel cannot issue an opinion on this issue, it is
not anticipated that any Notes will be issued with OID. A Securityholder who
purchases a Note after the initial distribution thereof at a discount that
exceeds a statutorily defined de minimis amount will be subject to the "market
discount" rules of the Code, and a Securityholder who purchases a Note at a
premium will be subject to the bond premium amortization rules of the Code.

A Class or Series of Notes would generally be treated as issued with OID
if its "stated redemption price" exceeds its "issue price" by more than 0.25%
multiplied by the weighted average life of such Notes (taking into account only
the number of complete years following issuance for any partial principal
payments). If any Notes were treated as being issued with OID, a holder
thereof would be required to include OID in income as interest over the term of
such Notes under a constant yield method. In general, OID must be included in
income in advance of the receipt of cash representing that income. Thus, each
cash distribution would be treated as an amount already included in income (to
the extent OID has accrued as of the date of

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the interest distribution and is not allocated to prior distributions), or as a
repayment of principal. This treatment would have no significant effect on
Securityholders using the accrual method of accounting. However, cash method
Securityholders may be required to report income with respect to the Notes in
advance of the receipt of cash attributable to such income. Under Section
1272(a)(6) of the Code, special provisions apply to debt instruments on which
payments may be accelerated due to prepayments of other obligations securing
those debt instruments. However, no regulations have been issued interpreting
those provisions, and the manner in which those provisions would apply to the
Notes is unclear.

Disposition of Notes. If a Note is sold, the seller will recognize gain
or loss in an amount equal to the difference between the amount realized on the
sale and the seller's adjusted tax basis in the Note. The adjusted tax basis
of the Note to a particular Securityholder will equal its cost for the Note,
increased by any OID, market discount and gain previously included by such
Securityholder in income with respect to such Note and decreased by any bond
premium previously amortized and any principal payments previously received by
such Securityholder with respect to such Note. Subject to the market discount
rules of the Code, any such gain or loss will be capital gain or loss if the
Note was held as a capital asset. Capital gain or loss will be long-term if
the Note was held by the holder for more than one year and otherwise will be
short-term. Any capital losses realized generally may be used by a corporate
taxpayer only to offset capital gains, and by an individual taxpayer only to
the extent of capital gains plus $3,000 of other income.

Information Reporting and Backup Withholding. With respect to the Notes
issued by any Issuer, the Seller or such Issuer will be required to report
annually to the IRS, and to each record owner of any such Note, the amount of
interest paid on such Notes (and the amount of interest withheld for federal
income taxes, if any) for each calendar year, except as to exempt holders
(generally, corporations, tax-exempt organizations, qualified pension and
profit-sharing trusts, individual retirement accounts, or nonresident aliens
who provide certification as to their status). Each Securityholder (other than
those who are not subject to the reporting requirements) will be required to
provide to the Seller or the related Issuer, under penalties of perjury, a
certificate containing its name, address, correct federal taxpayer
identification number and a statement that it is not subject to backup
withholding. Should a nonexempt Securityholder fail to provide the required
certification, the Seller or the related Issuer will be required to withhold,
from interest otherwise payable to it, 31% of such interest and remit the
withheld amount to the IRS as a credit against such holder's federal income tax
liability.

Because the Seller will treat each Partnership as a partnership and all
Notes (except those otherwise specifically identified in a Prospectus
Supplement) as indebtedness for federal income tax purposes, the Seller will
not comply with the tax reporting requirements that would apply under any
alternative characterizations of a Partnership.

Tax Consequences to Foreign Securityholders of Holding Notes. If interest
paid (or accrued) on a Note to a Securityholder who is a nonresident alien,
foreign corporation or other non-United States person (a "foreign person") is
not effectively connected with the conduct of a trade or business within the
United States by such foreign person, the interest generally will be considered
"portfolio interest," and generally will not be subject to United States
federal income tax and withholding tax, as long as the foreign person (i) is
not actually or constructively a "10 percent shareholder" of the Seller or the
related Issuer (including a holder of 10% of the outstanding Certificates of a
Partnership) or a "controlled foreign corporation" with respect to which the
related Issuer or the Seller is a "related person" within the meaning of the
Code, and (ii) provides an appropriate statement, signed under penalties of
perjury, certifying that the beneficial owner of the Note is a foreign person
and providing that foreign person's name and address. If the information
provided in this statement changes, the foreign person must so inform the
Seller or the related Issuer within 30 days of such change. The statement
generally must be provided in the year a payment occurs or in either of the two
immediately preceding years. If such interest were not portfolio interest,
then it would be subject to United States federal income and withholding tax at
a rate of 30% unless such tax were reduced or eliminated pursuant to an
applicable tax treaty.

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Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a foreign person will be exempt from United
States federal income and withholding tax, provided that (i) the gain is not
effectively connected with the conduct of a trade or business in the United
States by the foreign person, and (ii) in the case of an individual foreign
person, the foreign person is not present in the United States for 183 days or
more in the taxable year.

If the interest, gain or income on a Note held by a foreign person is
effectively connected with the conduct of a trade or business in the United
States by the foreign person, the holder (although exempt from the withholding
tax previously discussed if an appropriate statement is furnished) generally
will be subject to United States federal income tax on the interest, gain or
income at regular federal income tax rates. In addition, if the foreign person
is a foreign corporation, it may be subject to a branch profits tax equal to
30% of its "effectively connected earnings and profits" within the meaning of
the Code for the taxable year, as adjusted for certain items, unless it
qualifies for a lower rate under an applicable tax treaty.

SECURITY TRUST CERTIFICATES

Classification of Security Trusts and Security Trust Certificates. With
respect to each Class or Series of Security Trust Certificates offered
hereunder, Tax Counsel will deliver its opinion to the effect that (1) the
related Trust will not be taxable as an association or publicly traded
partnership taxable as a corporation, but should be disregarded as a "mere
security device" which does not constitute a taxpayer under the Code, and (2)
although no specific authority exists with respect to the characterization for
federal income tax purposes of securities having the same terms as such
Security Trust Certificates, based on the terms of the Security Trust
Certificates and the transactions relating to the Receivables as set forth
herein and in the related Prospectus Supplement, the Security Trust
Certificates will properly be treated as indebtedness. The Seller, the
Servicer and the Certificateholders will express in the related Trust Agreement
and on the Security Trust Certificates their intent that, for federal, state
and local income and franchise tax purposes, such Security Trust Certificates
will represent indebtedness secured by the Receivables in the related Trust.
The Seller and each Certificateholder, by acquiring an interest in a Security
Trust Certificate, will agree to treat the Security Trust Certificates as
indebtedness for federal, state and local income and franchise tax purposes.
However, the proper characterization of the arrangement involving a Security
Trust, the Security Trust Certificates, the Seller and the Servicer is not
clear because there is no authority on transactions closely comparable to that
contemplated herein.

Although, as described above, Tax Counsel will opine that each Security
Trust should properly be disregarded for federal income tax purposes, such
opinion is not binding on the IRS or the courts and no assurance can be given
that this characterization would prevail. If the IRS were to contend
successfully that any Security Trust is not a mere security device, under
current law such Trust should be classified for federal income tax purposes as
a partnership which is not taxable as a corporation. The income reportable by
the holders of the Security Trust Certificates as partners could differ from
the income reportable by the holders of the Security Trust Certificates as
holders of debt securities, although it is not expected that such differences
would be material. See "Partnership Certificates."

If, however, the IRS were to contend successfully that a Security Trust is
an association taxable as a corporation for federal income tax purposes, the
Security Trust would be subject to federal income tax at corporate rates on the
income from the related Receivables. Any such corporate income tax could
materially reduce or eliminate cash that would otherwise be distributable with
respect to such Security Trust Certificates. The related Securityholders could
be liable for any such tax to the extent it is not paid by the Security Trust.
However, in the opinion of Tax Counsel, a Security Trust will not be classified
as an association taxable as a corporation because it will not have certain
characteristics necessary for a trust to constitute an association taxable as a
corporation.

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If a Security Trust were classified for federal income tax purposes as a
partnership, the IRS might contend that it is a "publicly traded partnership"
taxable as a corporation. Under the Code, a partnership will be classified as
a publicly traded partnership if equity interests therein are traded on an
"established securities market" or are "readily tradeable" on a "secondary
market" or its "substantial equivalent." Proposed regulations issued on May 1,
1995 (the "Proposed Regulations") could cause a Security Trust to constitute a
publicly traded partnership if, among other things, equity interests therein
were subject to "firm-quote" trading through a market maker or other financial
intermediary. Although the Seller intends to take measures designed to reduce
the risk that any Security Trust could become a publicly traded partnership if
the Proposed Regulations become effective in their current form, there can be
no assurance that such measures would be effective. The Proposed Regulations
are currently proposed to be effective for partnership taxable years beginning
on or after the date that final regulations are promulgated. Accordingly, if
adopted as proposed, those regulations could affect the classification of
presently existing partnerships and hence alter the ongoing tax treatment of
previously completed transactions.

Assuming that, as Tax Counsel will opine, the Security Trust Certificates
are treated as indebtedness for federal income tax purposes, the tax
consequences to Securityholders will generally be the same as described above
under "The Notes."

PARTNERSHIP CERTIFICATES

Classification of Partnerships and Partnership Certificates. Upon the
issuance of each Class or Series of Partnership Certificates, the Seller and
the Servicer will agree, and the Certificateholders will agree by their
purchase of Partnership Certificates, to treat the related Trust as a
partnership for purposes of federal, state and local income and franchise tax
purposes, with the partners of the Partnership being the holders of Partnership
Certificates (including the Seller to the extent it holds Partnership
Certificates or has an interest in any related credit enhancement), and any
Notes being debt of the Partnership. However, the proper characterization of
the arrangement involving a Partnership, the Partnership Certificates, the
Seller and the Servicer is not clear because there is no authority on
transactions closely comparable to that contemplated herein.

If a Partnership were an association taxable as a corporation for federal
income tax purposes, such Partnership would be subject to corporate income tax.
Any such corporate income tax could materially reduce or eliminate cash that
would otherwise be distributable with respect to the Partnership Certificates
(and holders of Partnership Certificates could be liable for any such tax that
is unpaid by the Partnership). However, upon the issuance of each Class or
Series of Partnership Certificates offered hereby, Tax Counsel will opine that
the related Trust will not be classified as an association taxable as a
corporation because it will not have certain characteristics necessary for a
trust to be an association taxable as a corporation.

Even if a Partnership were not an association taxable as a corporation, it
would be subject to corporate income tax if it were a "publicly traded
partnership" taxable as a corporation. Under current law, there is a "safe
harbor" for partnerships all of the equity interests in which are issued in
transactions which are not registered under the Securities Act and certain
other tests are met. Therefore, Tax Counsel will opine that, under current
law, the Partnership will not constitute a publicly traded partnership.
However, see the discussion of publicly traded partnerships, and the recently
issued Proposed Regulations on this subject, under "Security Trust
Certificates" above.

Despite Tax Counsel's opinion that a Partnership will be classified as a
partnership and not as an association or, under current law, a publicly traded
partnership taxable as a corporation, the lack of cases or rulings on similar
transactions, as discussed above, permits a variety of alternative
characterizations in addition to the position to be taken that the Partnership
Certificates represent equity interests in a partnership. For example, because
the Partnership Certificates have certain features characteristic of debt, the
Partnership

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Certificates might be considered indebtedness of the Seller or the related
Trust. Except as described above, any such characterization would not result
in materially adverse tax consequences to Certificateholders as compared to the
consequences from treatment of the Partnership Certificates as equity in a
partnership as described below. The following discussion assumes that the
Partnership Certificates represent equity interests in a partnership.

Partnership Taxation. As a partnership, the Partnership will not be
subject to federal income tax, but each holder of Partnership Certificates will
be required to separately take into account such holder's allocated share of
income, gains, losses, deductions and credits of the Partnership. The
Partnership's income will consist primarily of lease payments on the related
Receivables and any gain upon collection or disposition of such Receivables.
The Partnership's deductions will consist primarily of interest accruing with
respect to any Notes, servicing and other fees, and losses or deductions upon
collection or disposition of Receivables.

The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the
Trust Agreement and related documents). The Trust Agreement will provide that
the holders of Partnership Certificates will be allocated taxable income of the
Partnership for each month equal to the sum of (i) the Interest Rate on the
Partnership Certificates for such month; (ii) an amount equivalent to interest
that accrues during such month on amounts previously due on the Partnership
Certificates but not yet distributed; (iii) any Partnership income attributable
to discount on the Receivables that corresponds to any excess of the principal
amount of the Partnership Certificates over their initial issue price; and (iv)
any prepayment premium payable to the Partnership Certificates for such month.
If the Partnership issues any Strip Securities, the related Trust Agreement
will also provide that the holders of Strip Securities will be allocated an
appropriate amount of taxable income of the Partnership for each month. All
taxable income of the Partnership remaining after the allocations described in
the preceding two sentences will be allocated to the Seller. The Seller
believes that these allocations will be valid under applicable Treasury
regulations, although no assurance can be given that the IRS would not require
a greater amount of income to be allocated to holders of Partnership
Certificates. Moreover, even under the foregoing method of allocation, holders
of Partnership Certificates may be allocated income equal to the entire
Interest Rate plus the other items described above, and holders of Strip
Securities may be allocated amounts of income, even though the Partnership
might not have sufficient cash to make current cash distributions of such
amounts. Thus, cash basis holders will in effect be required to report income
from the Partnership Certificates on the accrual basis. In addition, because
tax allocations and tax reporting will be done on a uniform basis for all
holders but holders may be purchasing Partnership Certificates at different
times and at different prices, holders of Partnership Certificates may be
required to report on their tax returns taxable income that is greater or less
than the amount reported to them by the Partnership.

Additionally, all of the taxable income allocated to a holder of a
Partnership Certificate that is a pension, profit sharing or employee benefit
plan or other tax-exempt entity (including an individual retirement account)
will constitute "unrelated business taxable income" generally taxable to such a
holder under the Code.

An individual taxpayer may generally deduct miscellaneous itemized
deductions (which do not include interest expense) only to the extent they
exceed 2% of adjusted gross income, and, in addition, certain other limitations
may apply. Those limitations would apply to an individual holder's share of
expenses of the Partnership (including fees to the Servicer) and might result
in such holder being taxed on an amount of income that exceeds the amount of
cash actually distributed to such holder over the life of the Partnership.

The Seller intends for each Partnership to make all tax calculations
relating to income and allocations to holders of Partnership Certificates on an
aggregate basis. If the IRS were to require that such calculations be made
separately for each Receivable, each Partnership might be required to incur
additional expense but it is believed that there would not be a material
adverse effect on holders of Partnership Certificates.

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Discount and Premium. It is believed that the Receivables were not and
will not be issued with OID and, therefore, the Partnership should not have OID
income. However, the purchase price paid by the Partnership for the
Receivables may be greater or less than the remaining principal balance of the
Receivables at the time of purchase. If so, the Receivables will have been
acquired at a premium or discount, as the case may be. (As indicated above,
the Partnership will make this calculation on an aggregate basis, but might be
required to recompute it on a Receivable by Receivable basis.)

The Partnership will make an election that will result in any market
discount on the Receivables being included in income currently as such discount
accrues over the life of the Receivables. As indicated above, a portion of
such market discount income will be allocated to holders of Partnership
Certificates.

Section 708 Termination. Under Section 708 of the Code, each Partnership
will be deemed to terminate for Federal income tax purposes if 50% or more of
the capital and profits interests in the Partnership are sold or exchanged
within a 12-month period. If such a termination occurs, the Partnership will
be considered to distribute its assets to the partners, who would then be
treated as recontributing those assets to the Partnership, as a new
partnership. The Partnership will not comply with certain technical
requirements that might apply when such a constructive termination occurs. As
a result, the Partnership may be subject to certain tax penalties and may incur
additional expenses if it is required to comply with those requirements.
Furthermore, the Partnership might not be able to comply due to lack of data.

Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of Partnership Certificates in an amount equal to the
difference between the amount realized and the seller's tax basis in the
Partnership Certificates sold. A holder's tax basis in a Partnership
Certificate will generally equal its cost increased by its share of Partnership
income (includible in his income) and decreased by any distributions received
with respect to such Partnership Certificate. In addition, both tax basis in
the Partnership Certificates and the amount realized on a sale of a Partnership
Certificate would include the holder's share of any Notes and other liabilities
of the Partnership. A holder acquiring Partnership Certificates at different
prices may be required to maintain a single aggregate adjusted tax basis in
such Partnership Certificates, and, upon sale or other disposition of some of
the Partnership Certificates, allocate a pro rata portion of such aggregate tax
basis to the Partnership Certificates sold (rather than maintaining a separate
tax basis in each Partnership Certificate for purposes of computing gain or
loss on a sale of that Partnership Certificate).

Any gain on the sale of a Partnership Certificate attributable to the
holder's share of unrecognized accrued market discount on the related
Receivables would generally be treated as ordinary income to the holder and
would give rise to special tax reporting requirements. The Seller does not
expect any Partnership to have any other assets that would give rise to such
special reporting requirements. Thus, to avoid those special reporting
requirements, the Seller expects to cause each Partnership to elect to include
market discount in income as it accrues.

If a holder of a Partnership Certificate is required to recognize an
aggregate amount of income (not including income attributable to disallowed
itemized deductions described above) over the life of the Partnership
Certificates that exceeds the aggregate cash distributions with respect
thereto, such excess will generally give rise to a capital loss upon the
retirement of the Partnership Certificates.

Allocations Between Transferors and Transferees. In general, the
Partnership taxable income and losses will be determined monthly and the tax
items for a particular calendar month will be apportioned among the holders in
proportion to the principal amount of the Partnership Certificates or a
fractional share of the Strip Securities owned by them as of the Record Date
for the Payment Date related to such month. As a result, a holder purchasing
Securities may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.

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The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or losses
of the Partnership might be reallocated among the holders. In general, the
Trustee will be authorized to revise the Partnership's method of allocation
between transferors and transferees to conform to a method permitted by future
regulations.

Section 754 Election. In the event that a holder sells its Partnership
Certificate at a profit (loss), the purchaser will have a higher (lower) basis
in the Partnership Certificates than the seller had. The tax basis of the
Partnership's assets will not be adjusted to reflect that higher (or lower)
basis unless the Partnership were to file an election under Section 754 of the
Code. In order to avoid the administrative complexities that would be involved
in keeping accurate accounting records, as well as potentially onerous
information reporting requirements, no Partnership will make such election. As
a result, holders might be allocated a greater or lesser amount of Partnership
income than would be based on their own purchase price for Partnership
Certificates.

Administrative Matters. The related Trustee will be required to keep or
have kept complete and accurate books of the Partnership. Such books will be
maintained for financial reporting and tax purposes on an accrual basis and the
fiscal year of each Partnership will be the calendar year. The Trustee will
file a partnership information return (IRS Form 1065) with the IRS for each
taxable year of the Partnership and will report each Certificateholder's
allocable share of items of Partnership income and expense to holders and the
IRS on Schedule K-1. The Partnership will provide the Schedule K-1 information
to nominees that fail to provide the Partnership with the information statement
described below and such nominees will be required to forward such information
to the beneficial owners of the Partnership Certificates. Generally, holders
must file tax returns that are consistent with the information return filed by
the Partnership or be subject to penalties unless the holder notifies the IRS
of all such inconsistencies.

Under Code Section 6031, any person that holds Partnership Certificates as
a nominee at any time during a calendar year is required to furnish the related
Partnership with a statement containing certain information on the nominee, the
beneficial owners and the Partnership Certificates so held. Such information
includes (i) the name, address and taxpayer identification number of the
nominee and (ii) as to each beneficial owner (x) the name, address and taxpayer
identification number of such person, (y) whether such person is a United
States person, a tax-exempt entity or a foreign government, an international
organization, or any wholly-owned agency or instrumentality of either of the
foregoing, and (z) certain information on Partnership Certificates that were
held, bought or sold on behalf of such person throughout the year. In
addition, brokers and financial institutions that hold Partnership Certificates
through a nominee are required to furnish directly to the related Partnership
information as to themselves and their ownership of such Partnership
Certificates. A clearing agency registered under Section 17A of the Exchange
Act such as DTC is not required to furnish any such information statement to
the Partnership. The information referred to above for any calendar year must
be furnished to the Partnership on or before the following January 31.
Nominees, brokers and financial institutions that fail to provide a Partnership
with the information described above may be subject to penalties.

The Seller, as the tax matters partner of each Partnership, will be
responsible for representing the holders of Partnership Certificates in any
dispute with the IRS. The Code provides for administrative examination of a
partnership as if the partnership were a separate and distinct taxpayer.
Generally, the statute of limitations for partnership items does not expire
before three years after the date on which the partnership information return
is filed. Any adverse determination following an audit of the return of a
Partnership by the appropriate taxing authorities could result in an adjustment
of the returns of the holders of related Partnership Certificates and, under
certain circumstances, such a holder may be precluded from separately
litigating a proposed adjustment to the items of the Partnership. An
adjustment could result in an audit of a holder's returns and adjustments of
items not related to the income and losses of the Partnership.

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Tax Consequences to Foreign Holders. It is not clear whether a
Partnership would be considered to be engaged in a trade or business in the
United States for purposes of Federal withholding taxes with respect to
non-U.S. persons because there is no clear authority regarding that issue under
facts substantially similar to those described herein. Although it is not
expected that any Partnership would be engaged in a trade or business in the
United States for such purposes, each Partnership will withhold as if it were
so engaged in order to protect such Partnership from possible adverse
consequences of a failure to withhold. The Seller expects each Partnership to
withhold on the portion of its taxable income that is allocable to foreign
holders pursuant to Code Section 1446, as if such income were effectively
connected to a U.S. trade or business, at a rate of 34% for foreign holders
that are taxable as corporations and 31% for all other foreign holders.
Subsequent adoption of Treasury regulations or issuance of other administrative
pronouncements may require a Partnership to change its withholding procedures.
In determining a holder's nonforeign status, a Partnership may rely on IRS Form
W-8, IRS Form W-9 or the holder's certification of nonforeign status signed
under penalties of perjury.

Each foreign holder might be required to file a U.S. individual or
corporate income tax return and pay tax (including, in the case of a
corporation, the branch profits tax) on its share of a Partnership's income.
Each foreign holder must obtain a taxpayer identification number from the IRS
and submit that number to the related Partnership on Form W-8 in order to
assure appropriate crediting of the taxes withheld. A foreign holder generally
would be entitled to file with the IRS a claim for refund with respect to taxes
withheld by a Partnership, taking the position that no taxes were due because
the Partnership was not engaged in a U.S. trade or business. However, the IRS
may assert that the tax liability should be based on gross income, and no
assurance can be given as to the appropriate amount of tax liability.

BACKUP WITHHOLDING

Distributions made on the Partnership Certificates and proceeds from sale
of the Partnership Certificates will be subject to a "backup" withholding tax
of 31% if, as discussed above with respect to the Notes, the holder fails to
comply with certain identification procedures, unless the holder is an exempt
recipient under applicable provisions of the Code.

STATE AND LOCAL TAX CONSEQUENCES

The above discussion does not address the tax treatment of any Security
Trust, Partnership, Notes, Certificates or holders under any state or local tax
laws. The activities to be undertaken by the Servicer in servicing and
collecting the Receivables will take place throughout the United States and,
therefore, many different tax regimes potentially apply to different portions
of this transaction. Prospective investors are urged to consult with their own
tax advisors regarding the state and local tax treatment of any Security Trust
or Partnership as well as any state and local tax consequences to them of
purchasing, holding and disposition of Notes, Security Trust Certificates or
Partnership Certificates.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Code prohibit a pension,
profit-sharing or other employee benefit plan, as well as individual retirement
accounts and certain types of Keogh Plans (each, a "Benefit Plan"), from
engaging in certain transactions with persons that are "parties in interest"
under ERISA or "disqualified persons" under the Code, which include fiduciaries
of a Benefit Plan, persons providing services to a Benefit Plan and employers
whose employees are covered by a Benefit Plan, with respect to such Benefit
Plan. A violation of these "prohibited transaction" rules may result in an
excise tax or other penalties and labilities under ERISA and the Code for such
persons.

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Generally, when a Benefit Plan invests in an entity, the assets of the
Benefit Plan include its investment in the entity, but not any of the
underlying assets of the entity. However, under a regulation issued by the
United States Department of Labor (the "Plan Assets Regulation"), the
underlying assets of an entity in which a Benefit Plan invests are treated as
plan assets if the Benefit Plan acquires an "equity interest" in the entity and
none of the exceptions contained the Plan Assets Regulation are applicable. An
equity interest is defined under the Plan Assets Regulation as an interest
other than an interest which is treated as indebtedness under applicable local
law and has no substantial equity features.

Therefore, the assets of an Issuer would be treated as plan assets of a
Benefit Plan, thereby making the Issuer a fiduciary with respect to the Benefit
Plan by virtue of its control over plan assets, if the Benefit Plan acquired an
equity interest in such Issuer and none of the exceptions in the Plan Assets
Regulation applied. Since the operation of the Plan Assets Regulation could
make an Issuer a fiduciary of the Benefit Plan, certain transactions involving
an Issuer might be deemed to constitute prohibited transactions with respect to
a Benefit Plan that purchased Securities. The likely treatment of Securities
offered hereby will be discussed in the related Prospectus Supplement.

In addition, without regard to whether any Securities are treated as an
equity interest for such purposes, the acquisition or holding of such
Securities by or on behalf of a Benefit Plan could be considered to give rise
to a prohibited transaction if the Seller, the related Trust (if any), the
Servicer or any of their respective affiliates is or becomes a party in
interest or a disqualified person with respect to such Benefit Plan. In such
circumstances, as further described in the related Prospectus Supplement,
certain exemptions from the prohibited transaction rules could be applicable to
the purchase and holding of any such Securities by a Benefit Plan depending on
the type and circumstances of the plan fiduciary making the decision to acquire
such Securities.

Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA)
are not subject to ERISA requirements.

A plan fiduciary considering the purchase of Securities offered hereby
should consult its own tax and/or legal advisors regarding whether the assets
of the Issuer would be considered plan assets, the possibility of exemptive
relief from the prohibited transaction rules and other issues and their
potential consequences.

Investors that are insurance companies should consult with their counsel
with respect to the United States Supreme Court's decision in John Hancock
Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 114 S.Ct. 517
(1993). In Hancock, the Supreme Court held that assets held in an insurance
company's general account may be deemed to be "plan assets" under certain
circumstances. Therefore, investors that are insurance companies should
analyze whether the Hancock decision may have an impact with respect to their
purchase of the Securities.

For additional information regarding treatment of any Securities under
ERISA and limitations on the ownership of Securities by Benefit Plans, see
"ERISA Considerations" in the related Prospectus Supplement.

METHOD OF DISTRIBUTION

The Securities offered hereby and by each related Prospectus Supplement
will be offered through one or more of the methods described below. The
Prospectus Supplement with respect to any Securities will describe the method
of offering being utilized for such Securities and will state the public
offering or purchase price of such Securities and the net proceeds to the
Seller from such sales.

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The Seller intends that Securities offered hereby will be offered through
the following methods from time to time and that offerings may be made
concurrently through more than one of these methods or that an offering of a
particular Series or Class of Securities may be made through a combination of
two or more of these methods. Such methods are as follows:

(i) negotiated firm commitment or best efforts underwriting and public
re-offering by underwriters;

(ii) placements by the Seller with institutional investors through
dealers;

(iii) direct placements by the Seller with institutional investors; and

(iv) competitive bid.

If underwriters are used in a sale of any Securities (other than in
connection with an underwriting on a best efforts basis), such Securities will
be acquired by such underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
fixed public offering prices or at varying prices to be determined at the time
of sale or at the time of commitment therefor. In such event, the members of
the underwriting syndicate, if any, will be named in the related Prospectus
Supplement.

In connection with the sale of any Securities, underwriters may receive
compensation from the Seller or from purchasers of the Securities in the form
of discounts, concessions or commissions. Underwriters and dealers
participating in the distribution of any Securities may be deemed to be
underwriters in connection with such Securities, and any discounts or
commissions received by them from the Seller and any profit on the resale of
such Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Prospectus Supplement will describe
any such compensation paid by the Seller.

It is anticipated that the underwriting agreement, if any, pertaining to
the sale of any Series or Class of Securities will provide that the obligations
of the underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such Securities if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that the Seller will indemnify the several underwriters and the
underwriters will indemnity the Seller against certain liabilities, including
liabilities under the Securities Act, or will contribute to payments required
to be made in respect thereof.

The Prospectus Supplement with respect to any Securities offered by
placements through dealers will contain information regarding the nature of
such offering and any agreements to be entered into between the Seller and
purchasers of such Securities.

Purchasers of Securities, including dealers, may, depending on the facts
and circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them of
Securities. Holders of Securities should consult with their legal advisors in
this regard prior to any such reoffer or sale.

LEGAL OPINIONS

Certain legal matters relating to the issuance of the Securities offered
hereby, including certain federal and state income tax consequences with
respect thereto, will be passed upon for Trans Leasing, the Seller and the
related Trust, if any, by Kirkland & Ellis, Chicago, Illinois, and/or other
counsel specified in the related Prospectus Supplement.

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INDEX OF TERMS

Set forth below is a list of the defined terms used in this Prospectus and
the pages on which the definitions of such terms may be found herein.

<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Accrual Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Administration Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Article 2A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13, 32
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 4
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5, 30
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Collection Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Contribution and Sale Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Defaulted Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Definitive Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Direct Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20, 33
Discounted Lease and Residual Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Discounted Lease Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Distribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13, 32
Eligible Deposit Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Eligible Institution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 8
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12, 63
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Excess Use Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Excess Use Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Excluded Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indirect Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20, 33
Insolvency Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 21
Lease Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Leased Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 8
Lemon Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Liquidation Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

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<TABLE>
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Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Master Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11, 21
Master Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
New Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 4
OID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
OID Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Originator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 4
Owner Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Owner Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Partnership Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan Assets Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Pool Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Pooling Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Proposed Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 8
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Regulation M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Residual Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Security Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Security Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 20
Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5, 30
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Servicer Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Servicer Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Skipped Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Strip Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Termination Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Trans Leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 4
Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 35
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
UCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Warranty Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

</TABLE>

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No person has been authorized to give any TLFC IV EQUIPMENT LEASE
information or to make any representations other TRUST 1996-1
than those contained or incorporated by reference
in this Prospectus Supplement or the Prospectus $127,634,895 CLASS A %
in connection with the offer made by this LEASE BACKED NOTES
Prospectus Supplement and the Prospectus and, if
given or made, such information or
representations must not be relied upon as having
been authorized by the Seller or the Underwriter.
This Prospectus Supplement and the Prospectus do
not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation
is not authorized or in which the person making
such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make
such offer or solicitation. The delivery of this
Prospectus Supplement or the Prospectus at any
time does not imply that information herein or
therein is correct as of any time subsequent to
its date.
--------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
------
Reports to Securityholders S-2 PROSPECTUS SUPPLEMENT
Class A Notes Summary S-3
Summary of Terms S-4
Risk Factors S-10
The Trust Fund S-10
The Originator S-13
The Servicer S-14
Use of Proceeds S-15
The Indenture Trustee S-15
The Owner Trustee S-15
The Issuer S-16
The Seller S-16
Description of the Notes S-17
Description of the Trust Agreements S-20
Certain Tax Considerations S-25
ERISA Considerations S-26
Ratings S-27
Underwriting S-28 FIRST UNION
Legal Matters S-28
Glossary S-29 CAPITAL MARKETS CORP.
Index of Terms S-34
PROSPECTUS
Prospectus Supplement 2
Available Information 2
Incorporation of Certain
Documents by Reference 2
Reports to Securityholders 3
Summary of Terms 4
Risk Factors 14
The Seller 20
The Issuers 21
The Trust Funds 22
The Receivables 23
Maturity and Payment Considerations 25
Pool Factors 25
The Originator 26
The Servicer 28
Use of Proceeds 30
The Trustees 30
Description of the Securities 30
Description of the Trust Agreements 35
Certain Legal Aspects of the Receivables 49
Certain Tax Considerations 55
ERISA Considerations 63
Method of Distribution 64
Legal Opinions 65
Index of Terms 66
</TABLE>

Until , 1997 (90
days after the date of this
Prospectus Supplement), all
dealers effecting
transactions in the Class A
Notes, whether or not
participating in this
distribution, may be
required to deliver a
Prospectus Supplement and a
Prospectus. This delivery
requirement is in addition
to the obligation of
dealers to deliver a
Prospectus Supplement and a
Prospectus when acting as
underwriter(s) and with
respect to their unsold
allotments or subscriptions.