Common use of TRUSTEES TO COOPERATE IN RELEASES Clause in Contracts

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.03, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED that such release will not constitute a release of the Trust's interest in the proceeds of such transfer (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in order to effect such release and transfer; PROVIDED that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfer. ARTICLE SIX

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.03, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other 56 releases and instruments as the Servicer may request in order to effect such release and transfer; PROVIDED that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfer. ARTICLE SIXsale.

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease Contract in the Contracts Contract Pool becomes an Expired Lease Contract and the Equipment Financed Items related to such Lease Contract is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment Financed Items related to such Prepaid Contract is sold, or (iii) the Servicer substitutes or replaces any unit of Equipment Financed Items as contemplated in Section 5.03, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested in writing by the Servicer release the Trust's interest in the Equipment Financed Items relating to such Expired Lease Contract or Prepaid Contract or such substituted or replaced EquipmentFinanced Items, as the case may be; PROVIDED provided that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment Financed Items that is are replaced pursuant to Section 5.03). In connection with any transfer sale of such EquipmentFinanced Items, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in order to effect such release and transfer; PROVIDED provided that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment Financed Items in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfer. ARTICLE SIXsale.

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.03, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED provided that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in order to effect such release and transfer; PROVIDED provided that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfersale. ARTICLE SIX

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iiiii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.035.03 (such events in subsections (i) and (ii) to be certified to the Indenture Trustee by an Authorized Officer of the Servicer), the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested in writing by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED provided that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in writing in order to effect such release and transfer; PROVIDED provided that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfersale. ARTICLE SIX

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iiiii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.035.03 (such events in subsections (i) and (ii) to be certified to the Indenture Trustee by an Authorized Officer of the Servicer), the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested in writing by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED provided that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in writing in order to effect such release and transfer; PROVIDED provided that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with -63- 71 respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfersale. ARTICLE SIX

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iiiii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.035.03 (such events in subsections (i) and (ii) to be certified to the Indenture Trustee by an Authorized Officer of the Servicer), the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested in writing by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED provided that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in writing in order to effect such release and transfer; PROVIDED provided that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfer. ARTICLE SIXsale.

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.03, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in order to effect such release and transfer; PROVIDED that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfersale. [remainder of this page intentionally left blank] ARTICLE SIX

TRUSTEES TO COOPERATE IN RELEASES. At the same time as (i) any Lease in the Contracts Contract Pool becomes an Expired Lease and the Equipment related to such Lease is sold, (ii) any Contract becomes a Prepaid Contract and in connection therewith the Equipment related to such Prepaid Contract is sold, or (iii) the Servicer substitutes or replaces any unit of Equipment as contemplated in Section 5.03, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee, on behalf of the Noteholders, will to the extent requested by the Servicer release the Trust's interest in the Equipment relating to such Expired Lease or Prepaid Contract or such substituted or replaced Equipment, as the case may be; PROVIDED provided that such release will not constitute a release of the Trust's interest in the proceeds of such transfer sale (other than with respect to Equipment that is replaced pursuant to Section 5.03). In connection with any transfer sale of such Equipment, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee will execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may request in order to effect such release and transfer; PROVIDED provided that neither the Owner Trustee nor the Indenture Trustee will make any representation or warranty, express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 5.22 shall diminish the Servicer's obligations pursuant to Section 7.01 with respect to the proceeds of any such transfersale. ARTICLE SIX