UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al.

, Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

EMERGENCY MOTION AND MEMORANDUM OF LAW OF GENERAL ELECTRIC CAPITAL CORPORATION TO COMPEL PAYMENTS UNDER MASTER LEASE AGREEMENTS General Electric Capital Corporation (GECC), by and through its attorneys, hereby moves the Court for an order in the form attached hereto as Exhibit A compelling (a) Collins & Aikman Products Co. (Products ) to pay post-petition tax payments totaling almost $300,000 and (b) the Becker Group, Inc. (Becker) to pay post-petition equipment lease payments totaling almost $210,000 as required by section 365 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). In support of the Motion, and based on the Affidavits of Rajan Gupta and Doby Rose attached hereto as Exhibits B and C, GECC respectfully represents as follows: Background 1. On May 17, 2005 (the Petition Date), C&A and the other above-captioned

debtors and debtors-in-possession (collectively, the Debtors) commenced these cases by filing voluntary petitions for reorganization under chapter 11 of the Bankruptcy Code. 2. Since that time, the Debtors have continued in possession of their property and

have operated and managed their businesses, as debtors in possession, pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

0W[;%*<

0555927051028000000000011

3.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 4. The Debtors are in the business of supplying parts to automotive manufacturers

and suppliers to automotive manufacturers (collectively, the Customers). Leases Between GECC and its Affiliates, as Lessors, and the Debtors, as Lessees Becker Lease 5. On May 7, 1993, GECC and Becker entered into the Master Lease Agreement (as

amended and including schedules, the Becker Lease), pursuant to which GECC leases injection molding equipment to Becker. 6. Since the Petition Date, GECC and the Debtors have been in constant contact

regarding payments due on the Becker Lease. Despite GECCs efforts to collect the amounts owed under the Becker Lease over the previous five (5) months, Becker is delinquent on its payments in a total amount of $209,986.05 as of October 25, 2005. A spreadsheet of such payments due are attached hereto as Exhibit D. In addition, monthly equipment lease payments of $133,473.31 have begun to accrue for the next payment period of October 26, 2005 through November 25, 2005. 7. Pursuant to Section XII of the Becker Lease, in the event of a default under the

Becker Lease, including, without limitation, the Debtors failure to make timely lease payments, the Debtors are obligated to pay reasonable attorneys fees to GECC.1

Section XII(c) of the Becker Lease, provides in relevant part: Lessee shall pay as reasonable attorneys fees twenty percent (20%) of the sum of the rent then remaining unpaid and the Stipulated Loss Value due upon default, or if prohibited by law, such lesser sum may be permitted.

Products Leases 8. GECC and Products have entered into (a) the Master Lease Agreement dated as of

August 7, 2001, as amended, (b) the Master Lease Agreement dated as of December 20, 2001, as amended, and (c) the Master Lease Agreement dated as of June 25, 2004, as amended (collectively, the Products Leases), pursuant to which GECC leases equipment to Products. 9. Pursuant to Section 4 of each of the Products Leases, upon written notice Products

is required to (a) reimburse GECC for any taxes charged or assessed or (b) directly pay the taxes imposed with respect to the equipment leased by GECC to Products.2 Beginning on May 20, 2005, GECC sent written notices, in the form of post-petition invoices, to Products requesting payment of taxes assessed against the equipment. In addition, GECC has communicated via telephone and electronic mail with representatives of the Debtors requesting payment. As of the date of this Motion, GECC has not received payments on seven post-petition invoices for taxes totaling $290,552.22, attached to this Motion as Exhibit E. 10. Pursuant to Section 20 of each of the Products Leases, Products agreed to pay all

reasonable costs and expenses incurred by GECC in connection with the enforcement of the Products Leases.3

Section 4 of each of the Products Leases, provides in relevant part: Lessee shall (i) reimburse Lessor (on an after-tax basis) upon receipt of written request for reimbursement for any Taxes charged to or assessed against Lessor, (ii) on request of Lessor, submit to Lessor written evidence of Lessees payment of TaxesAt Lessors request, Lessee, as Lessors agent, shall pay directly any such taxes imposed. Section 20(l) of each of the Products Leases, provides in relevant part: Lessee agrees to pay on demand all reasonable costs and expenses incurred by Lessor and any assignee in connection withthe enforcement of any of the Documents.

Relief Requested 11. GECC respectfully requests that the Court compel payment to GECC of rent,

taxes, attorneys fees and costs and all other obligations under the Becker Lease and the Products Leases as and when due. Section 365(d)(10) of the Bankruptcy Code Requires the Debtors to Make Post-Petition Payments on Equipment Leases As and When Due 12. Pursuant to section 365(d)(10) of the Bankruptcy Code, the Debtors are

responsible for payment of all of their post-petition obligations under the Becker Lease and the Products Leases as and when due from the Petition Date through the date an order is entered approving the assumption or rejection of such leases. Congress enacted section 365(d)(10) of the Bankruptcy Code to shift to debtors the burden formerly placed on lessors of personal property to bring motions like this one to obtain their rent payments when due. 140 Cong. Rec. H. 10,769 (October 4, 1994). Section 365(d)(10) of the Bankruptcy Code provides, in relevant part, that: The trustee shall timely perform all of the obligations of the debtor, except those specified in section 365(b)(2), first arising from or after 60 days after the order for relief in a case under chapter 11 of this title under an unexpired lease of personal property (other than personal property leased to an individual primarily for personal, family, or household purposes), until such lease is assumed or rejected notwithstanding section 503(b)(1) of this title, unless the court, after notice and a hearing and based on the equities of the case, orders otherwise 11 U.S.C. 365(d) (10). Thus, under the plain language of section 365(d)(10), GECC is entitled to immediate payment under the Becker Lease and the Products Leases and the payments of all future obligations under the Becker Lease and the Products Leases as and when due until the date this Court enters an order approving the assumption or the rejection of such leases. 13. It is apparent that by enacting section 365(d)(10), Congress intended that personal

property lessors generally have the same rights as lessors of nonresidential real property under

similar section 365(d)(3). Therefore, a strong analogy may be drawn to cases interpreting section 365(d)(3) of the Bankruptcy Code for guidance in interpreting section 365(d)(10). 14. Cases interpreting section 365(d)(3) are clear -- debtors are responsible for the

payment of all post-petition obligations under leases (including attorneys fees if the lease so provides) as and when due until the date an order is entered approving the assumption or rejection of such leases. See, e.g., Manhattan King David Rest. Inc. v. Levine, 163 B.R. 36, 41 (S.D.N.Y. 1993) ([s]ection 365(d)(3) requires a debtor-in-possession, pending assumption or rejection of a nonresidential lease, to timely perform all the obligations . . . arising from and after the order for relief . . . .); Paul Harris Stores, Inc. v. Mabel L. Satler Realty Trust (In re Paul Harris Stores, Inc.), 148 B.R. 307, 313 (S.D. Ind. 1992) (lessor need not show post-petition rent is actual and necessary for preserving the estate to be entitled to payment under section 365(d)(3)); In re Telesphere Communications, Inc., 148 B.R. 525, 530 (Bankr. N.D.Ill. 1992) (section 365(d)(3) requires payment of the amounts set forth in the lease without application and without court review, even if a debtor is administratively insolvent); In re Damianopoulos, 93 B.R. 3, 8 (Bankr. N.D.N.Y. 1988) (lessor entitled to fixed monthly rent and building charges until date lease was rejected); In re Coastal Dry Dock & Repair Corp., 62 B.R. 879, 882-83 (Bankr. E.D.N.Y. 1986) (section 365(d)(3) obligation is expressly independent of normal standards for administrative expense claims). By analogy, since the amounts due under the Becker Lease and the Products Leases have arisen post-petition, and this Court has not yet entered an order approving the assumption or rejection of the Becker Lease or the Products Leases, the Debtors are obligated to make all payments due to GECC under the Becker Lease and the Products Leases.

15.

Section 365(d)(3) was intended to alter prior law, which gave bankruptcy courts

broad discretion over the timing of payment of administrative expenses, by requiring obligations arising under leases to be paid at the time required in the lease. In re Child World, Inc., 161 B.R. 571, 575 (S.D.N.Y. 1993) (emphasis supplied). Section 365(d)(10) was enacted with the same intention, except that it permits bankruptcy courts to order otherwise after notice and hearing based on the equities of the case. Courts have held that section 365(d)(3), which is very similar to section 365(d)(10), should be interpreted in accordance with its literal language. United States v. Ron Pair Enters., Inc., 489 U.S. 235, 241-42 (1989). See also In re R.H. Macy & Co., Inc., 152 B.R. 869, 873 (Bankr. S.D.N.Y. 1993) (interpreting section 365 of the Bankruptcy Code in accordance with its plain meaning). 16. The equipment leased under the Becker Lease and the Products Leases provides a

substantial value to the Debtors estates. Debtors should not be permitted to continue to use the equipment under the Becker Lease and the Products Leases without fulfilling their obligations to GECC. Thus, this Court should direct the Debtors to immediately pay the amounts under the Becker Lease and the Products Leases as and when due until the date this Court enters an order approving the assumption or rejection of the Becker Lease or the Products Leases. The Debtors Are Required to Pay Taxes Billed Post-Petition Under Sixth Circuit Law 17. After filing for bankruptcy and prior to assuming or rejecting a contract, a debtor

is required to perform its obligations under the contract. See In re Koenig Sporting Goods, Inc., 203 F.3d 986, 989 (6th Cir. 2000). In Koenig, the debtor rejected a nonresidential real property lease on the day after the rental payment was due. Id. at 988. The landlord filed a motion requesting to be paid the entire months rent and the debtors objected, claiming that they should only have to pay the prorated amount of rent. Id. The Sixth Circuit held that the billing date

approach was more equitable and ordered that the debtor was obligated to pay the entire months rent. Id. at 990. 18. The Third Circuit has followed the Koenig billing date approach with respect to

taxes billed post-petition. See Montgomery Ward Holding Corp. v. Centerpoint Props., 268 F.3d 205 (3d Cir. 2001). In Montgomery Ward, the landlord billed the debtor post-petition for real property taxes that primarily accrued pre-petition. Id. at 207. The debtor argued that it should only have to pay a prorated amount of taxes, which represented taxes for the post-petition period. Id. The Third Circuit found that an obligation under a lease arises when the legally enforceable duty to perform arises under that lease and thus, the debtor was liable for the entire amount of the taxes billed by the landlord during the post-petition period. Id. at 211-12. The Third Circuit noted that tax obligations are a small constellation in the universe of obligations coming within the scope of 365(d)(3), and there is no basis in the text for distinguishing them from rent and numerous other obligations of tenants. Id. at 212. Similarly here, Koenig and Montgomery Ward require that the Debtors pay post-petition tax invoices under the Becker Leases and the Products Leases, even if the invoices are for taxes that primarily accrued pre-petition. Memorandum of Law 19. This Motion includes citations to the applicable authorities and a discussion of

their application to the Motion. Accordingly, GECC respectfully submits that such citations and discussion satisfy the requirement that GECC submit a separate memorandum of law in support of the Motion pursuant to Local Rule 9014-1.

Notice 20. Notice of this Motion has been served in accordance with the First Amended

Notice, Case Management and Administrative Procedures, and all applicable Bankruptcy Rules and Local Rules. WHEREFORE, GECC respectfully requests that the Court compel the Debtors to make all payments under the Becker Lease and the Products Leases as and when due under such leases, including, without limitation, attorneys fees and costs and (b) granting such other and further relief as the Court deems just and proper.

October 28, 2005

/s/ Judy A. ONeill FOLEY & LARDNER LLP Judy A. ONeill One Detroit Center 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226 Telephone: (313) 442-6490 Facsimile: (313) 234-2800 -andDavid S. Heller Josef S. Athanas LATHAM & WATKINS LLP 233 South Wacker Drive Sears Tower, Suite 5800 Chicago, Illinois 60606 Telephone: (312) 876-7700 Facsimile: (312) 993-9767

ATTORNEYS FOR GENERAL ELECTRIC CAPITAL CORPORATION

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

ORDER APPROVING EMERGENCY MOTION OF GENERAL ELECTRIC CAPITAL CORPORATION TO COMPEL PAYMENTS UNDER MASTER LEASE AGREEMENTS This matter coming on to be heard on the Emergency Motion of General Electric Capital Corporation to Compel Payments Under Master Lease Agreements (the Motion)1 filed by General Electric Capital Corporation (GECC); the Court having reviewed the Motion and having heard the evidence and statements of counsel in support of the relief requested therein at a hearing before the Court (the Hearing); it appearing to the Court that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); the Court finding that notice of the Motion and the Hearing was sufficient under the circumstances; and the Court being fully advised in the premises and having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein;

Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Motion.

CH\799486.2

IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED. Collins & Aikman Products Co. shall be, and hereby is, ordered and

directed to pay all post-petition amounts under the Products Leases as and when due, including, without limitation, all attorneys fees and costs to enforce the Products Leases (including, without limitation, the attorneys fees and costs for preparing and prosecuting the Motion). 3. The Becker Group shall be, and hereby is, ordered and directed to pay all

post-petition amounts under the Becker Lease as and when due, including, without limitation, all attorneys fees and costs to enforce the Becker Lease (including, without limitation, the attorneys fees and costs for preparing and prosecuting the Motion).

Dated: _____________, 2005

____________________________________ STEVEN W. RHODES UNITED STATES BANKRUPTCY JUDGE

2
CH\799486.2

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

AFFIDAVIT OF RAJAN GUPTA IN SUPPORT OF THE EMERGENCY MOTION AND MEMORANDUM OF LAW OF GENERAL ELECTRIC CAPITAL CORPORATION TO COMPEL PAYMENTS UNDER MASTER LEASE AGREEMENTS

STATE OF NEW YORK COUNTY OF MANHATTAN

) ) )

Rajan Gupta, being duly sworn, deposes and says: 1. I am the Vice President of the Commercial and Industrial Finance Division of General Electric Capital Corporation (GECC). This Affidavit is submitted in support of the Emergency Motion and Memorandum of Law of General Electric Capital Corporation to Compel Payments Under Master Lease Agreements (the Motion). Capitalized terms used herein and not otherwise defined have the meanings assigned in the Motion. 2. I am responsible for managing the Products Leases. In that capacity, I have read the Motion, and am directly or through my personnel, familiar with the information therein. 3. GECC and Products have entered into (a) the Master Lease Agreement dated as of August 7, 2001, as amended, (b) the Master Lease Agreement dated as of December 20, 2001, as amended, and (c) the Master Lease Agreement dated as of June 25, 2004, as amended (collectively, the Products Leases), pursuant to which GECC leases equipment to Products. 4. Pursuant to Section 4 of each of the Products Leases, upon written notice Products is required to (a) reimburse GECC for any taxes charged or assessed or (b) directly pay the taxes imposed with respect to the equipment leased by GECC to Products. Beginning on May 20, 2005, GECC sent written notices, in the form of post-petition invoices, to Products requesting payment of taxes assessed against the equipment. In addition, GECC has communicated via telephone and electronic mail with representatives of the Debtors requesting

CH\799378.2

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

AFFIDAVIT OF DOBY A. ROSE IN SUPPORT OF THE EMERGENCY MOTION AND MEMORANDUM OF LAW OF GENERAL ELECTRIC CAPITAL CORPORATION TO COMPEL PAYMENTS UNDER MASTER LEASE AGREEMENTS

STATE OF CALIFORNIA COUNTY OF ORANGE COUNTY

) ) )

Doby A. Rose, being duly sworn, deposes and says: 1. I am the Vice President of Strategic Asset Financing of General Electric Capital Corporation (GECC). This Affidavit is submitted in support of the Emergency Motion and Memorandum of Law of General Electric Capital Corporation to Compel Payments Under Master Lease Agreements (the Motion). Capitalized terms used herein and not otherwise defined have the meanings assigned in the Motion. 2. I am responsible for restructuring problem accounts. In that capacity, I have read the Motion, and am directly or through my personnel, familiar with the information therein. 3. On May 7, 1993, GECC and Becker entered into the Master Lease Agreement (as amended and including schedules, the Becker Lease), pursuant to which GECC leases injection molding equipment to Becker. 4. Since the Petition Date, GECC and the Debtors have been in constant contact regarding payments due on the Becker Lease. Despite GECCs efforts to collect the amounts owed under the Becker Lease over the previous five (5) months, Becker is delinquent on its payments in a total amount of $209,986.05 as of October 25, 2005. In addition, monthly equipment lease payments of $133,473.31 have begun to accrue for the next payment period of October 26, 2005 through November 25, 2005.

CH\799387.2

Schedule 4050855-005 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086398 $14,989.32 $14,989.32 3/25/2005 11136886 $14,989.32 $0.00 4/25/2005 11180681 $14,989.32 $0.00 5/25/2005 11230338 $14,989.32 $0.00 6/25/2005 11285061 $14,989.32 $14,989.32 7/25/2005 11330459 $14,989.32 $14,989.32 8/25/2005 11385132 $14,989.32 $14,989.32 9/25/2005 11429431 $14,989.32 $14,989.32 10/25/2005 11476138 $14,989.32 Subtotal Schedule - 005 Schedule 4050855-006 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086399 $31,347.34 $31,347.34 3/25/2005 11136887 $31,347.34 $0.00 4/25/2005 11180682 $31,347.34 $0.00 5/25/2005 11230339 $31,347.34 $0.00 6/25/2005 11285062 $31,347.34 $31,347.34 7/25/2005 11330460 $31,347.34 $31,347.34 8/25/2005 11385133 $31,347.34 $31,347.34 9/25/2005 11429432 $31,347.34 $31,347.34 10/25/2005 11476139 $31,347.34 Subtotal - 006 Schedule 4050855-007 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086400 $25,385.27 $25,385.27 3/25/2005 11136888 $25,385.27 $25,385.27 4/25/2005 11180683 $25,385.27 5/25/2005 11230340 $25,385.27 6/25/2005 11285063 $25,385.27 $25,385.27 7/25/2005 11330461 $25,385.27 $25,385.27 8/25/2005 11385134 $25,385.27 $25,385.27 9/25/2005 11429433 $25,385.27 $25,385.27 10/25/2005 11476140 $25,385.27 Subtotal Schedule - 007 Schedule 4050855-008 Date nvoice Numbe Amount Invoiced Amount Paid 2/1/2005 11038151 $16,700.65 $16,700.65 3/1/2005 11086401 $16,700.65 $16,700.65 4/1/2005 11146951 $16,700.65 $16,700.65 5/1/2005 11192027 $16,700.65 $16,700.65 6/1/2005 11239529 $16,700.65 $16,700.65 7/1/2005 11294791 $17,535.68 $17,535.68 8/1/2005 11340655 $17,535.68 $17,535.68 9/1/2005 11394922 $17,535.68 $17,535.68

5/17/2005 Pre / Post Open / Paid Pre Paid 455094 Pre Open 460862 Pre Open Pre Open Post Paid 505560 Post Paid 514161 Post Paid 517365 Post Paid 520982 Post Open Allocation of May Invoice

Pre Claim $0.00 $0.00 $14,989.32 $10,992.17 $0.00 $0.00 $0.00 $0.00

$25,981.49

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $14,989.32 $3,997.15 $18,986.47

Pre / Post Open / Paid Pre Paid 460862 Pre Open 460862 Pre Open Pre Open Post Paid 506273 Post Paid 514026 Post Paid 522124 Post Paid 522124 Post Open Allocation of May Invoice

Pre Claim $0.00 $0.00 $31,347.34 $22,988.05 $0.00 $0.00 $0.00 $0.00

$54,335.39

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $31,347.34 $8,359.29 $39,706.63

Pre / Post Open / Paid Pre Paid 455094 Pre Paid 460862 Pre Open Pre Open Post Paid 514026 Post Paid 520189 Post Paid 522124 Post Paid 522124 Post Open Allocation of May Invoice

Pre Claim $0.00 $0.00 $25,385.27 $18,615.86 $0.00 $0.00 $0.00 $0.00

$44,001.13

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $25,385.27 $6,769.41 $32,154.68

Pre / Post Open / Paid Pre Paid Pre Paid Pre Paid Post Paid Post Paid Post Paid Post Paid Post Paid

467912 467912 467912 506274 510641 514439

Pre Claim $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

10/1/2005 11/1/2005 Subtotal - 008

11440747 11486353

$17,535.68 $16,700.65

$17,535.68 Post Post

Paid 520792 Open Allocation of May Invoice

$0.00

$0.00 $0.00 $0.00

$0.00

Schedule 4050855-009 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086402 $15,627.57 $15,627.57 3/25/2005 11136889 $15,627.57 $0.00 4/25/2005 11180684 $15,627.57 $0.00 5/25/2005 11330462 $15,627.57 $0.00 6/25/2005 11285064 $15,627.57 $0.00 7/25/2005 11330462 $15,627.57 $15,627.57 8/25/2005 11385135 $15,627.57 $15,627.57 9/25/2005 11429434 $15,627.57 $15,627.57 10/25/2005 11476141 $15,627.57 $15,627.57 Subtotal Schedule - 009 Schedule 4050855-010 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086403 $6,616.66 $0.00 3/25/2005 11136890 $6,616.66 $6,616.66 4/25/2005 11180685 $6,616.66 $0.00 5/25/2005 11230342 $6,616.66 $0.00 6/25/2005 11285065 $6,616.66 $6,616.66 7/25/2005 11330463 $6,616.66 $6,616.66 8/25/2005 11385136 $6,616.66 $4,235.66 9/25/2005 11429435 $6,616.66 $0.00 10/25/2005 11476142 $6,616.66 $0.00 Subtotal Schedule - 010 Schedule 4050855-015 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086404 $18,563.19 $18,563.19 3/25/2005 11136891 $18,563.19 $0.00 4/25/2005 11180686 $18,563.19 $0.00 5/25/2005 11230343 $18,563.19 $0.00 6/25/2005 11285066 $18,563.19 $18,563.19 7/25/2005 11330464 $18,563.19 $0.00 8/25/2005 11385137 $18,563.19 $0.00 9/25/2005 11429436 $18,563.19 $0.00 10/25/2005 11476143 $18,563.19 Subtotal Schedule - 015 Schedule 4050855-016 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086405 $864.18 $864.18 3/25/2005 11136892 $864.18 $864.18 4/25/2005 11180687 $864.18 $0.00 5/25/2005 11230344 $864.18 $0.00

Pre / Post Open / Paid Pre Paid 455094 Pre Open 460862 Pre Open Pre Open Post Paid 513089 Post Paid 520189 Post Paid 521980 Post Paid 522124 Post Open Allocation of May Invoice

Pre Claim $0.00 $0.00 $15,627.57 $11,460.22 $0.00 $0.00 $0.00 $0.00

$27,087.79

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $15,627.57 $4,167.35 $19,794.92

Pre / Post Open / Paid Pre Paid 460862 Pre Paid 469600 Pre Open Pre Open Post Paid 506273 Post Paid ? Post Partial ? Post Open Post Open Allocation of May Invoice

Pre Claim $0.00 $0.00 $6,616.66 $4,852.22 $0.00 $0.00 $0.00 $0.00 $0.00 $11,468.88

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2,381.00 $6,616.66 $6,616.66 $1,764.44 Canadian funds produced $17468.98 $17,378.76

Pre / Post Open / Paid Pre Paid 455094 Pre Paid 460862 Pre Open Pre Open Post Paid 506273 Post Open Post Open Post Open Post Open Allocation of May Invoice

Pre Claim $0.00 $0.00 $18,563.19 $13,613.01 $0.00 $0.00 $0.00 $0.00

$32,176.20

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $18,563.19 $18,563.19 $18,563.19 $18,563.19 $4,950.18 $79,202.94

Pre / Post Open / Paid Pre Paid Pre Paid Pre Open Pre Open

455094 460862

Pre Claim $0.00 $0.00 $864.18 $633.73

Pay Post $0.00 $0.00 $0.00 $0.00

6/25/2005 7/25/2005 8/25/2005 9/25/2005 10/25/2005 Subtotal Schedule - 016

11301787 11349289 11400988 11448307 11495026

$864.18 $864.18 $864.18 $864.18 $864.18

$864.18 $864.18 $864.18 $864.18

Post Post Post Post Post

Paid 504487 Paid 510809 Paid 514283 Paid 520752 Open Allocation of May Invoice

$0.00 $0.00 $0.00 $0.00

$1,497.91

$0.00 $0.00 $0.00 $0.00 $864.18 $230.45 $1,094.63

Schedule 4050855-017 Date nvoice Numbe Amount Invoiced Amount Paid Pre / Post Open / Paid 10/25/2005 11476144 $2,062.94 Post Paid 10/25/2005 11474285 $399.94 Ptax Post Paid

Pre Claim 76396 76396

Pay Post $0.00 $0.00 Regular rentals PIF, but not residual.

Schedule 4050855-019 Date nvoice Numbe Amount Invoiced Amount Paid 2/25/2005 11086407 $1,381.06 $1,381.06 3/25/2005 11136894 $1,381.06 $1,381.06 4/25/2005 11180689 $1,381.06 $0.00 5/25/2005 11230346 $1,381.06 $0.00 6/25/2005 11285068 $1,381.06 $1,381.06 7/25/2005 11330466 $1,316.06 $1,316.06 8/25/2005 11385139 $1,316.06 $1,316.06 9/25/2005 11429438 $1,316.06 $1,316.06 10/25/2005 11476145 $1,381.06 $0.00 Subtotal Schedule - 019 Grand Total

Pre / Post Open / Paid Pre Paid Pre Paid 460862 Pre Open 469600 Pre Open Post Paid 507844 Post Paid 514495 Post Paid 518686 Post Paid 521221 Post Allocation of May Invoice

Pre Claim $0.00 $0.00 $0.00 $965.10 $0.00 $0.00 $0.00 $0.00

$965.10 $197,513.89

Pay Post $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,316.06 $350.96 $1,667.02 $209,986.05