Common use of RIGHTS OF LESSOR ASSIGNED TO TRUSTEE Clause in Contracts

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the Indenture. Accordingly, the Lessee agrees that: (i) subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Liquidation Event of Default) or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the Lessee provided for herein and the Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the Lessee stating that an Operating Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the Lessee has received any such notice from the Lessor; and (iii) the Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection Account.

Appears in 3 contracts

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement, Master Motor Vehicle Operating Lease and Servicing Agreement (Zipcar Inc), Master Motor Vehicle Operating Lease and Servicing Agreement (Zipcar Inc)

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RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Notwithstanding anything to the contrary contained in this Agreement, each of the Lessee and the Guarantor acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement (other than its right to receive Excluded Payments) to AFC-II pursuant to the AESOP I Finance Lease Loan Agreement and AFC-II has assigned such rights to the Trustee pursuant to the Indenture. Accordingly, each of the Lessee and the Guarantor agrees that: (i) subject Subject to the terms of the AESOP I Loan Agreement and the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder (other than the right to receive Excluded Payments, which shall be paid to the AESOP I Segregated Account) and the Guarantor's and the Lessee’s 's obligations hereunder (including the payment of Monthly Base Rent, Supplemental Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or the Lessee may have against the Lessor or any Lessee (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, each of the Lessee and the Guarantor agrees that, upon the occurrence of an Operating a Finance Lease Event of Default, a Limited Liquidation Event of Default) Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the Lessee or the Guarantor provided for herein (other than with respect to the right to receive Excluded Payments) and neither the Lessee nor the Guarantor will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to the Lessee or the Guarantor stating that an Operating a Finance Lease Event of Default, Liquidation Event of Default or a Limited Liquidation Event of Default has occurred, the Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the Lessee has received any such notice from the Lessor; and (iii) the Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection Account.or

Appears in 2 contracts

Samples: Master Motor Vehicle Finance Lease Agreement (Avis Rent a Car Inc), Master Motor Vehicle Finance Lease Agreement (Avis Rent a Car Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Lessee Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees and the Guarantor acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement (other than its right to receive Excluded Payments) to AFC-II pursuant to the AESOP II Loan Agreement and AFC-II has assigned such rights to the Trustee pursuant to the Indenture. Accordingly, each of the Lessee Lessees and the Guarantor agrees that: (i) subject Subject to the terms of the AESOP II Loan Agreement and the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder (other than the right to receive Excluded Payments, which shall be paid to the AESOP II Segregated Account) and the Guarantor's and each Lessee’s 's obligations hereunder (including the payment of Monthly Base Rent, Supplemental Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor or any Lessee (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, each of the Lessee Lessees and the Guarantor agrees that, upon the occurrence of an AESOP II Operating Lease Event of Default, a Limited Liquidation Event of Default) Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any Lessee or the Lessee Guarantor provided for herein (other than with respect to the right to receive Excluded Payments) and none of the Lessee Lessees nor the Guarantor will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any Lessee or the Lessee Guarantor stating that an AESOP II Operating Lease Event of Default, a Limited Liquidation Event of Default or Limited a Liquidation Event of Default has occurred, the relevant Lessee or the Guarantor, as the case may be, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes (other than with respect to the right to receive Excluded Payments) as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Lessee Guarantor has received any such notice from the Lessor; andprovided, however, the Trustee, shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each of the Lessee Lessees and the Guarantor acknowledges that pursuant to this the AESOP II Loan Agreement it and the Indenture the Lessor has agreed to irrevocably authorized and directed each Lessee or the Guarantor to, and each Lessee and the Guarantor shall, make all payments of Monthly Base Rent and Supplemental Rent hereunder (and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP II Segregated Account) directly to the Trustee for deposit in the Collection Account established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such Lessee and the Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees or the Guarantor of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, each Lessee or the Guarantor, as the case may be, shall thereafter make payments of all Monthly Base Rent and Supplemental Rent (and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP II Segregated Account) to the party specified in such notice; (iv) Upon request made by the Trustee at any time, each of the Lessees and the Guarantor will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's first priority perfected security interest in the Vehicles leased hereunder, the Certificates of Title with respect thereto and any other portion of the AESOP II Loan Collateral; and (v) In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender shall have all rights under this Agreement previously assigned to the Trustee.

Appears in 2 contracts

Samples: Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc), Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureSeries 2010-3 Supplement. Accordingly, the each Lessee agrees that: (i) subject to the terms of the IndentureSeries 2010-3 Supplement, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an a Series 2010-3 Operating Lease Event of Default, a Limited Default or HVF II Group II Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an a Series 2010-3 Operating Lease Event of Default, Default or an HVF II Group II Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Series 2010-3 Collection Account.

Appears in 2 contracts

Samples: Master Motor Vehicle Lease and Servicing Agreement (Hertz Global Holdings Inc), Master Motor Vehicle Lease and Servicing Agreement (Hertz Global Holdings Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the Indenture. Accordingly, the Lessee agrees that: (i) subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Liquidation Event of Default) Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the Lessee provided for herein and the Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to the Lessee stating that an Operating Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the Lessee has received any such notice from the Lessor; and (iii) the The Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection Account.

Appears in 2 contracts

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp), Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureSeries 2013-G1 Supplement. Accordingly, the each Lessee agrees that: (i) subject to the terms of the IndentureSeries 2013-G1 Supplement, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Default or HVF II Group I Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an Operating Lease Event of Default, Default or an HVF II Group I Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Series 2013-G1 Collection Account.

Appears in 2 contracts

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc), Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Lessee Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees and the Guarantor acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement (other than its right to receive Excluded Payments) to AFC-II pursuant to the AESOP I Operating Lease Loan Agreement and AFC-II has assigned such rights to the Trustee pursuant to the Indenture. Accordingly, each of the Lessee Lessees and the Guarantor agrees that: (i) subject Subject to the terms of the AESOP I Loan Agreement and the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder (other than the right to receive Excluded Payments, which shall be paid to the AESOP I Segregated Account) and the Guarantor's and each Lessee’s 's obligations hereunder (including the payment of Monthly Base Rent, Supplemental Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor or any Lessee (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, each of the Lessee Lessees and the Guarantor agrees that, upon the occurrence of an AESOP I Operating Lease Event of Default, a Limited Liquidation Event of Default) Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any Lessee or the Lessee Guarantor provided for herein (other than with respect to the right to receive Excluded Payments) and none of the Lessee Lessees nor the Guarantor will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any Lessee or the Lessee Guarantor stating that an AESOP I Operating Lease Event of Default, a Limited Liquidation Event of Default or Limited a Liquidation Event of Default has occurred, the relevant Lessee or the Guarantor, as the case may be, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes (other than with respect to the right to receive Excluded Payments) as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Lessee Guarantor has received any such notice from the Lessor; andprovided, however, the Trustee, shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each of the Lessee Lessees and the Guarantor acknowledges that pursuant to this the AESOP I Operating Lease Loan Agreement it and the Indenture the Lessor has agreed to irrevocably authorized and directed each Lessee or the Guarantor to, and each Lessee and the Guarantor shall, make all payments of Monthly Base Rent and Supplemental Rent hereunder (and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP I Segregated Account) directly to the Trustee for deposit in the Collection Account established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such Lessee and the Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees or the Guarantor of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, each Lessee or the Guarantor, as the case may be, shall thereafter make payments of all Monthly Base Rent and Supplemental Rent (and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP I Segregated Account) to the party specified in such notice; (iv) Upon request made by the Trustee at any time, each of the Lessees and the Guarantor will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's first priority perfected security interest in the Vehicles leased hereunder, the Certificates of Title with respect thereto and any other portion of the AESOP I Operating Lease Loan Collateral; and (v) In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender shall have all rights under this Agreement previously assigned to the Trustee.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the Base Indenture. Accordingly, the each Lessee agrees that: (i) subject to the terms of the Base Indenture, the Trustee (and the Back-up Disposition Agent acting on its behalf) shall have all the rights, powers, privileges and remedies of the Lessor hereunder (including, but not limited to, the rights of the Guaranty under Section 11.1 (Guaranty) herein), and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Default or Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee (and the Back-up Disposition Agent acting on its behalf) may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an Operating Lease Event of Default, Default or a Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection Account.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Lessee Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees and the Guarantor acknowledges that the Lessor has assigned or will assign as- signed all of its rights under this Agreement (other than its right to receive Excluded Payments) to AFC-II pursuant to the AESOP I Operating Lease Loan Agreement and AFC-II has assigned such rights to the Trustee pursuant to the Indenture. Accordingly, each of the Lessee Lessees and the Guarantor agrees that: (i) subject Subject to the terms of the AESOP I Loan Agreement and the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder (other than the right to receive Excluded Payments, which shall be paid to the AESOP I Segregated Account) and the Guarantor's and each Lessee’s 's obligations hereunder (including the payment of Monthly Base Rent, Supplemental Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor or any Lessee (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, each of the Lessee Lessees and the Guarantor agrees that, upon the occurrence of an AESOP I Operating Lease Event of Default, a Limited Liquidation Event of Default) Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any Lessee or the Lessee Guarantor provided for herein (other than with respect to the right to receive Excluded Payments) and none of the Lessee Lessees nor the Guarantor will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any Lessee or the Lessee Guarantor stating that an AESOP I Operating Lease Event of Default, a Limited Liquidation Event of Default or Limited a Liquidation Event of Default has occurred, the relevant Lessee or the Guarantor, as the case may be, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes (other than with respect to the right to receive Excluded Payments) as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Lessee Guarantor has received any such notice from the Lessor; andprovided, however, the Trustee, shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each of the Lessee acknowledges Lessees and the Guarantor acknowl- edges that pursuant to this the AESOP I Operating Lease Loan Agreement it and the Indenture the Lessor has agreed to irrevocably authorized and directed each Lessee or the Guarantor to, and each Lessee and the Guarantor shall, make all payments of Monthly Base Rent and Supplemental Rent hereunder (and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP I Segregated Account) directly to the Trustee for deposit in the Collection Account established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such Lessee and the Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees or the Guarantor of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, each Lessee or the Guarantor, as the case may be, shall thereafter make payments of all Monthly Base Rent and Supplemental Rent (and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP I Segregated Account) to the party specified in such notice; (iv) Upon request made by the Trustee at any time, each of the Lessees and the Guarantor will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's first priority perfected security interest in the Vehicles leased hereunder, the Certificates of Title with respect thereto and any other portion of the AESOP I Operating Lease Loan Collateral; and (v) In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender shall have all rights under this Agreement previously assigned to the Trustee.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureSeries 2010-3 Supplement. Accordingly, the each Lessee agrees that: (i) subject to the terms of the IndentureSeries 2010-3 Supplement, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an a Series 2010-3 Operating Lease Event of Default, a Limited Default or HVF II Group II Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an a Series 2010-3 Operating Lease Event of Default, Default or an HVF II Group II Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Series 2010-3 Collection Account.. WEIL:\00000000\1\99910.6247

Appears in 1 contract

Samples: Second Amended and Restated Series 2013 B Supplement (Hertz Corp)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the HVIF Base Indenture. Accordingly, the each Lessee agrees that: (i) subject to the terms of the HVIF Base Indenture, the Trustee (and the Back-Up Disposition Agent acting on its behalf) shall have all the rights, powers, privileges and remedies of the Lessor hereunder (including, but not limited to, the rights of the Guaranty under Section 11.1 herein), and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an a HVIF Operating Lease Event of Default, a Limited Default or HVIF Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee (and the Back-Up Disposition Agent acting on its behalf) may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an a HVIF Operating Lease Event of Default, Default or an HVIF Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the HVIF Collection Account.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Notwithstanding anything to the contrary contained in this Agreement, each member of the Lessee Group acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to for the Indenturebenefit of the Holders of Notes included in the Group III Series of Notes. Accordingly, each member of the Lessee Group agrees that: (i) subject Subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Guarantor's and the relevant Lessee’s 's obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever). Specifically, each member of the Lessee Group agrees that, upon the occurrence of an Operating Lease Amortization Event with respect to any Group III Series of DefaultNotes or, subject to the provisions of Section 19 hereof, a Limited Liquidation Lessee Partial Wind-Down Event or, with respect to Group III Repurchase Vehicles, subject to the provisions of Default) or Section 20, a Liquidation Manufacturer Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any member of the Lessee Group provided for herein and no member of the Lessee Group will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any member of the Lessee Group stating that an Operating Lease a Manufacturer Event of Default, Liquidation an Amortization Event of Default or Limited Liquidation Lessee Partial Wind-Down Event of Default with respect to such Lessee has occurred, then such member of the Lessee Group, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such member of the Lessee Group has received any such notice from the Lessor; andprovided, however, the Trustee shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each member of the Lessee Group acknowledges that pursuant to this Agreement it the Indenture the Lessor has agreed to irrevocably authorized and directed such member of the Lessee Group to, and each such member of the Lessee Group shall, make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection AccountAccount established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such member of the Lessee Group to the Lessor hereunder to the extent of such payments. Upon written notice to the relevant member of the Lessee Group of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, such member of the Lessee Group shall thereafter make payments of all Rent (and any other payments hereunder) to the party specified in such notice; and (iv) Upon request made by the Trustee at any time, each member of the Lessee Group will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's perfected security interest in the Group III Vehicles leased under this Agreement, the Certificates of Title with respect thereto, the Group III Collateral pursuant to the Indenture and the collateral granted to the Lessor pursuant to Section 2(b) (such grant of collateral to be effective as of the date of this Agreement, but only, with respect to the Operating Lease, in the event that this Agreement is recharacterized as described in such Section 2(b)).

Appears in 1 contract

Samples: Master Motor Vehicle Lease Agreement (Budget Group Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureSeries 2013-G1 Supplement. Accordingly, the each Lessee agrees that: (i) subject to the terms of the IndentureSeries 2013-G1 Supplement, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an a Series 2013-G1 Operating Lease Event of Default, a Limited Default or HVF II Group I Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an a Series 2013-G1 Operating Lease Event of Default, Default or an HVF II Group I Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Series 2013-G1 Collection Account.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp)

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RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Notwithstanding anything to the contrary contained in this Agreement, each member of the Lessee Group acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureTrustee. Accordingly, each member of the Lessee Group agrees that: (i) subject Subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Guarantor's and the relevant Lessee’s 's obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever). Specifically, each member of the Lessee Group agrees that, upon the occurrence of an Operating Lease Amortization Event or, subject to the provisions of DefaultSection 20 hereof, a Limited Liquidation Lessee Partial Wind-Down Event or, subject to the provisions of Default) or Section 19 hereof, a Liquidation Manufacturer Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any member of the Lessee Group provided for herein and no member of the Lessee Group will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any member of the Lessee Group stating that an Operating Lease a Manufacturer Event of Default, Liquidation an Amortization Event of Default or Limited Liquidation Lessee Partial Wind-Down Event of Default with respect to such Lessee has occurred, then such member of the Lessee Group, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes as the Lessor lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such member of the Lessee Group has received any such notice from the Lessor; andprovided, however, the Trustee, shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each member of the Lessee Group acknowledges that pursuant to this Agreement it the Indenture the Lessor has agreed to irrevocably authorized and directed such member of the Lessee Group to, and each such member of the Lessee Group shall, make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection AccountAccount established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such member of the Lessee Group to the Lessor hereunder to the extent of such payments. Upon written notice to the relevant member of the Lessee Group of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, such member of the Lessee Group shall thereafter make payments of all Rent (and any other payments hereunder) to the party specified in such notice; (iv) Upon request made by the Trustee at any time, each member of the Lessee Group will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's perfected security interest in the Vehicles leased under this Agreement, the Certificates of Title with respect thereto, the Collateral pursuant to the Indenture and the collateral granted to the Lessor pursuant to Section 2(b) (such grant of collateral to be effective as of the date of this Agreement, but only in the event that this Agreement is recharacterized as described in such Section 2(b)); and (v) This Agreement has been assigned by the Lessor to the Trustee pursuant to the Indenture as collateral security only for all Series of Notes that do not provide for segregated collateral and, accordingly, all references herein to "all" Series of Notes shall refer only to all Series of Notes that do not provide for segregated collateral.

Appears in 1 contract

Samples: Master Motor Vehicle Lease Agreement (Team Rental Group Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Notwithstanding anything to the contrary contained in this Agreement, each member of the Lessee Group acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to for the Indenturebenefit of the Holders of Notes included in the Group II Series of Notes. Accordingly, each member of the Lessee Group agrees that: (i) subject Subject to the terms of the Base Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Guarantor's and the relevant Lessee’s 's obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever). Specifically, each member of the Lessee Group agrees that, upon the occurrence of an Operating Lease Amortization Event with respect to any Group II Series of DefaultNotes or, subject to the provisions of Section 19 hereof, a Limited Liquidation Lessee Partial Wind-Down Event of Default) or or, with respect to Group II Repurchase Vehicles, a Liquidation Manufacturer Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any member of the Lessee Group provided for herein and no member of the Lessee Group will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any member of the Lessee Group stating that an Operating Lease a Manufacturer Event of Default, Liquidation an Amortization Event of Default or Limited Liquidation Lessee Partial Wind-Down Event of Default with respect to such Lessee has occurred, such member of the Lessee Group, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such member of the Lessee Group has received any such notice from the Lessor; andprovided, however, the Trustee shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each member of the Lessee Group acknowledges that pursuant to this Agreement it the Base Indenture the Lessor has agreed to irrevocably authorized and directed such member of the Lessee Group to, and each such member of the Lessee Group shall, make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection AccountAccount established by the Trustee for receipt of such payments pursuant to the Base Indenture and such payments shall discharge the obligation of such member of the Lessee Group to the Lessor hereunder to the extent of such payments. Upon written notice to the relevant member of the Lessee Group of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, such member of the Lessee Group shall thereafter make payments of all Rent (and any other payments hereunder) to the party specified in such notice; and (iv) Upon request made by the Trustee at any time, each member of the Lessee Group will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's perfected security interest in the Group II Vehicles leased under this Agreement, the Certificates of Title with respect thereto, the Group II Collateral pursuant to the Base Indenture and the collateral granted to the Lessor pursuant to Section 2(b) (such grant of collateral to be effective as of the date of this Agreement, but only, with respect to the Operating Lease, in the event that this Agreement is recharacterized as described in such Section 2(b)).

Appears in 1 contract

Samples: Master Motor Vehicle Lease Agreement (Budget Group Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Notwithstanding anything to the contrary cxxxxxxed in this Agreement, each member of the Lessee Group acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to for the Indenturebenefit of the Holders of Notes included in the Group IV Series of Notes. Accordingly, each member of the Lessee Group agrees that: (i) subject Subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Guarantor's and the relevant Lessee’s 's obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever). Specifically, each member of the Lessee Group agrees that, upon the occurrence of an Operating Lease Amortization Event with respect to any Group IV Series of DefaultNotes or, subject to the provisions of Section 19 hereof, a Limited Liquidation Lessee Partial Wind-Down Event or, with respect to Group IV Repurchase Vehicles, subject to the provisions of Default) or Section 20, a Liquidation Manufacturer Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any member of the Lessee Group provided for herein and no member of the Lessee Group will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any member of the Lessee Group stating that an Operating Lease a Manufacturer Event of Default, Liquidation an Amortization Event or Lessee Partial Wind-Down Event (in each case, with respect to any outstanding Group IV Series of Default or Limited Liquidation Event of Default Notes) with respect to such Lessee has occurred, then such member of the Lessee Group, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such member of the Lessee Group has received any such notice from the Lessor; andprovided, however, the Trustee shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each member of the Lessee Group acknowledges that pursuant to this Agreement it the Indenture the Lessor has agreed to irrevocably authorized and directed such member of the Lessee Group to, and each such member of the Lessee Group shall, make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Group IV Collection AccountAccount established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such member of the Lessee Group to the Lessor hereunder to the extent of such payments. Upon written notice to the relevant member of the Lessee Group of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, such member of the Lessee Group shall thereafter make payments of all Rent (and any other payments hereunder) to the party specified in such notice; and (iv) Upon request made by the Trustee at any time, each member of the Lessee Group will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's perfected security interest in the Group IV Vehicles leased under this Agreement, the Certificates of Title with respect thereto, the Group IV Collateral pursuant to the Indenture and the collateral granted to the Lessor pursuant to Section 2(b) (such grant of collateral to be effective as of the date of this Agreement, but only, with respect to the Operating Lease, in the event that this Agreement is recharacterized as described in such Section 2(b)).

Appears in 1 contract

Samples: Lease Agreement (Budget Group Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureSeries 2010-3 Supplement. Accordingly, the each Lessee agrees that: (i) subject to the terms of the IndentureSeries 2010-3 Supplement, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts WEIL:\95390749\1\99910.6247 payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an a Series 2010-3 Operating Lease Event of Default, a Limited Default or HVF II Group II Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an a Series 2010-3 Operating Lease Event of Default, Default or an HVF II Group II Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Series 2010-3 Collection Account.

Appears in 1 contract

Samples: Master Motor Vehicle Lease and Servicing Agreement (Hertz Corp)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Notwithstanding anything to the contrary contained in this Agreement, each member of the Lessee Group acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureTrustee. Accordingly, each member of the Lessee Group agrees that: (i) subject Subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Guarantor's and the relevant Lessee’s 's obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor or such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever). Specifically, each member of the Lessee Group agrees that, upon the occurrence of an Operating Lease Amortization Event or, subject to the provisions of DefaultSection 20 hereof, a Limited Liquidation Lessee Partial Wind-Down Event or, with respect to Repurchase Vehicles, subject to the provisions of Default) or Section 19, a Liquidation Manufacturer Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against any member of the Lessee Group provided for herein and no member of the Lessee Group will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to any member of the Lessee Group stating that an Operating Lease a Manufacturer Event of Default, Liquidation an Amortization Event of Default or Limited Liquidation Lessee Partial Wind-Down Event of Default with respect to such Lessee has occurred, then such member of the Lessee Group, will, if so requested by the Trustee, treat the Trustee or the Trustee's designee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, Trustee as the successor to the Lessor hereunder, irrespective of whether such member of the Lessee Group has received any such notice from the Lessor; andprovided, however, the Trustee, shall in no event be liable to any Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful misconduct; (iii) Each member of the Lessee Group acknowledges that pursuant to this Agreement it the Indenture the Lessor has agreed to irrevocably authorized and directed such member of the Lessee Group to, and each such member of the Lessee Group shall, make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection AccountAccount established by the Trustee for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of such member of the Lessee Group to the Lessor hereunder to the extent of such payments. Upon written notice to the relevant member of the Lessee Group of a sale or assignment by the Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, such member of the Lessee Group shall thereafter make payments of all Rent (and any other payments hereunder) to the party specified in such notice; and (iv) Upon request made by the Trustee at any time, each member of the Lessee Group will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee's perfected security interest in the Vehicles leased under this Agreement, the Certificates of Title with respect thereto, the Collateral pursuant to the Indenture and the collateral granted to the Lessor pursuant to Section 2(b) (such grant of collateral to be effective as of the date of this Agreement, but only in the event that this Agreement is recharacterized as described in such Section 2(b)).

Appears in 1 contract

Samples: Motor Vehicle Lease Agreement (Team Rental Group Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the IndentureSeries 2010-3 Supplement. Accordingly, the each Lessee agrees that: (i) subject to the terms of the IndentureSeries 2010-3 Supplement, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the such Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the that such Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the each Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Default or HVF II Group II Liquidation Event of Default) or a Liquidation Event of DefaultEvent, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the such Lessee provided for herein and the such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon the delivery by the Trustee of any notice to the such Lessee stating that an Operating Lease Event of Default, Default or an HVF II Group II Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the such Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the such Lessee has received any such notice from the Lessor; and (iii) the such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Series 2010-3 Collection Account.

Appears in 1 contract

Samples: Master Motor Vehicle Lease and Servicing Agreement (Hertz Global Holdings Inc)

RIGHTS OF LESSOR ASSIGNED TO TRUSTEE. The Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the Indenture. Accordingly, the Lessee agrees that: (i) subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, the Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Liquidation Event of DefaultDefault (other than any Limited Liquidation Event of Default relating solely to any Segregated Series of Notes) or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the Lessee provided for herein and the Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) upon Upon the delivery by the Trustee of any notice to the Lessee stating that an Operating Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (other than any Limited Liquidation Event of Default relating solely to any Segregated Series of Notes) has occurred, the Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the Lessee has received any such notice from the Lessor; and (iii) the The Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection Account.

Appears in 1 contract

Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)

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