Common use of RIGHTS OF LESSOR ASSIGNED Clause in Contracts

RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees and the Finance Lease Guarantor acknowledges that the Lessor has assigned all of its rights under this Agreement (other than its right to receive Excluded Payments) to CRCF pursuant to the AESOP I Finance Lease Loan Agreement and CRCF has assigned such rights to the Trustee pursuant to the Base Indenture. Accordingly, each Lessee and the Finance Lease Guarantor agree that: (i) 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 Finance Lease Guarantor’s and the Lessees’ obligations hereunder (including with respect to 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 Finance Lease 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 Lessees and the Finance Lease Guarantor agrees that, upon the occurrence of a Finance 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 any Lessee or the Finance Lease Guarantor provided for herein (other than with respect to the right to receive Excluded Payments) and none of the Lessees or the Finance Lease Guarantor will 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 any Lessee or the Finance Lease Guarantor stating that a Finance Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default has occurred, the relevant Lessee or the Finance Lease 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 as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Finance Lease Guarantor has received any such notice from the Lessor; provided, however, that the Trustee shall in no event be liable to any Lessee or the Finance Lease Guarantor 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 Lessees and the Finance Lease Guarantor acknowledges that pursuant to the AESOP I Finance Lease Loan Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each Lessee and the Finance Lease Guarantor to, and each Lessee and the Finance Lease Guarantor shall, make any 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 Base Indenture and such payments shall discharge the obligation of each such Lessee and the Finance Lease Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees and the Finance Lease 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 and the Finance Lease 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 Finance Lease 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 Finance 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.

RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees Lessee and the Finance Lease Guarantor acknowledges that the Lessor has assigned all of its rights under this Agreement (other than its right to receive Excluded Payments) to CRCF pursuant to the AESOP I Finance Lease Loan Agreement and CRCF has assigned such rights to the Trustee pursuant to the Base Indenture. Accordingly, each of the Lessee and the Finance Lease Guarantor agree 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 Finance Lease Guarantor’s obligations of the Guarantor and of the Lessees’ obligations Lessee hereunder (including with respect to 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 Finance Lease Guarantor or such the Lessee may have against the Lessor or any or, in the case of the Guarantor, the 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 Lessees Lessee and the Finance Lease Guarantor agrees that, upon the occurrence of a Finance 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 any the Lessee or the Finance Lease Guarantor provided for herein (other than with respect to and neither the right to receive Excluded Payments) and none of Lessee nor the Lessees or the Finance Lease Guarantor will 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 the Lessee or the Finance Lease Guarantor stating that a Finance Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default has occurred, the relevant Lessee or the Finance Lease 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 as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Finance Lease Guarantor has received any such notice from the Lessor; provided, however, that the Trustee shall in no event be liable to any the Lessee or the Finance Lease Guarantor 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 Each of the Lessees Lessee and the Finance Lease Guarantor acknowledges that pursuant to the AESOP I Finance Lease Loan Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each the Lessee and or the Finance Lease Guarantor to, and each the Lessee and the Finance Lease Guarantor shall, make any 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 Base Indenture and such payments shall discharge the obligation of each such the Lessee and the Finance Lease Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees and Lessee or the Finance Lease 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 the Lessee and or the Finance Lease 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 Upon request made by the Trustee at any time, each of the Lessees Lessee and the Finance Lease Guarantor will shall take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee’s first-first priority perfected security interest in this Agreement, the Vehicles leased hereunderGroup I Trucks, the Certificates of Title with respect thereto and any other portion of the AESOP Group I Finance Lease Loan Collateral; and (v) in In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender Lessor shall have all rights under this Agreement previously assigned to the Trustee.

RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees and the Finance Lease Guarantor acknowledges that (A) the Lessor has assigned all of its rights under this Agreement (other than its right to receive Excluded Payments and Assigned Special Default Payments, including any guaranty thereof and its right to enforce payment thereof) to CRCF AFC-II pursuant to the AESOP I Finance Operating Lease Loan Agreement and CRCF AFC-II has assigned such rights to the Trustee pursuant to the Base IndentureIndenture and (B) the Lessor may from time to time assign to the Intermediary, who may further assign the same to the Lender Agent, the Lessor's right to receive and collect Special Service Charges and Assigned Special Default Payments (including the guaranty thereof and its right to enforce payment thereof) in accordance with Section 7.3 of the AESOP I Operating Lease Loan Agreement and the Master Exchange Agreement. Accordingly, each Lessee of the Lessees and the Finance Lease Guarantor agree 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 AccountAccount and which, in the case of Special Service Charges or any guaranty thereof, may be directed by the Lessor to be paid directly to the Intermediary or to the Lender Agent, and other than the right to receive Assigned Special Default Payments or guaranty payments with respect thereto, which may be directed by the Lessor to be paid directly to the Intermediary or to the Lender Agent) and the Finance Lease Guarantor’s obligations of the Guarantor and the Lessees’ obligations of each Lessee hereunder (including with respect to 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 Finance Lease 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 Lessees and the Finance Lease Guarantor agrees that, upon the occurrence of a Finance an AESOP I 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 any Lessee or the Finance Lease Guarantor provided for herein (other than with respect to the right to receive Excluded PaymentsPayments or any guaranty payments related thereto, and other than with respect to the Assigned Special Default Payments and related guaranty rights assigned to the Intermediary) and none of the Lessees or nor the Finance Lease Guarantor will 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 Finance Lease Guarantor stating that a Finance an AESOP I Operating Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default has occurred, the relevant Lessee or the Finance Lease Guarantor, as the case may be, will, if so requested by the Trustee, treat the Trustee or the Trustee’s 's designee for all purposes (other than with respect to the right to receive Excluded PaymentsPayments or any guaranty payments related thereto and other than with respect to the Assigned Special Default Payments and related guaranty rights assigned to the Intermediary) as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Finance Lease Guarantor has received any such notice from the Lessor; provided, however, that the Trustee shall in no event be liable to any Lessee or the Finance Lease Guarantor 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 Each of the Lessees and the Finance Lease Guarantor acknowledges that pursuant to the AESOP I Finance Operating Lease Loan Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each Lessee and or the Finance Lease Guarantor to, and each Lessee and the Finance Lease Guarantor shall, make any 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 AccountAccount and which, in the case of Special Service Charges or any guaranty thereof, may be directed by the Lessor to be paid directly to the Intermediary or to the Lender Agent, and other than the right to receive Assigned Special Default Payments or any guaranty payments with respect thereto, which may be directed by the Lessor to be paid directly to the Intermediary or to the Lender Agent) directly to the Trustee for deposit in the Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture and such payments shall discharge the obligation of each such Lessee and the Finance Lease Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees and or the Finance Lease 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 and or the Finance Lease 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 AccountAccount and which, in the case of Special Service Charges or any guaranty thereof, may be directed by the Lessor to be paid directly to the Intermediary or the Lender Agent, and other than Assigned Special Default Payments or any guaranty payments with respect thereto, which may be directed by the Lessor to be paid directly to the Intermediary or to the Lender Agent) to the party specified in such notice; (iv) upon Upon request made by the Trustee at any time, each of the Lessees and the Finance Lease Guarantor will take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee’s first-'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 Finance Operating Lease Loan Collateral; and (v) in 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.

RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees and the Finance Lease Guarantor Lessee acknowledges that the Lessor has assigned all of its rights under this Agreement (other than its right to receive Excluded Payments) to CRCF pursuant to the AESOP I Finance Operating Lease Loan Agreement and CRCF has assigned such rights to the Trustee pursuant to the Base Indenture. Accordingly, each the Lessee and the Finance Lease Guarantor agree agrees that: (i) 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 Finance Lease Guarantor’s and obligations of the Lessees’ obligations Lessee hereunder (including with respect to 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 Finance Lease 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 Lessees and the Finance Lease Guarantor Lessee agrees that, upon the occurrence of a Finance an AESOP I 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 any the Lessee or the Finance Lease Guarantor provided for herein (other than with respect to the right to receive Excluded Payments) and none of the Lessees or the Finance Lease Guarantor 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 any the Lessee or the Finance Lease Guarantor stating that a Finance an AESOP I Operating Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default has occurred, the relevant Lessee or the Finance Lease 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 as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Finance Lease Guarantor has received any such notice from the Lessor; provided, however, that the Trustee shall in no event be liable to any the Lessee or the Finance Lease Guarantor 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 Lessees and the Finance Lease Guarantor Lessee acknowledges that pursuant to the AESOP I Finance Operating Lease Loan Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each the Lessee and the Finance Lease Guarantor to, and each the Lessee and the Finance Lease Guarantor shall, make any 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 Base Indenture and such payments shall discharge the obligation of each such the Lessee and the Finance Lease Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees and the Finance Lease Guarantor Lessee 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 the Lessee and the Finance Lease 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 Finance Lease Guarantor Lessee 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 Finance 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.

RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees Lessee and the Finance Lease Guarantor acknowledges that the Lessor has assigned all of its rights under this Agreement (other than its right to receive Excluded Payments) to CRCF pursuant to the AESOP I Finance Lease Loan Agreement and CRCF has assigned such rights to the Trustee pursuant to the Base Indenture. Accordingly, each of the Lessee and the Finance Lease Guarantor agree 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 Finance Lease Guarantor’s obligations of the Guarantor and of the Lessees’ obligations Lessee hereunder (including with respect to 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 Finance Lease Guarantor or such the Lessee may have against the Lessor or any or, in the case of the Guarantor, the 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 Lessees Lessee and the Finance Lease Guarantor agrees that, upon the occurrence of a Finance 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 any the Lessee or the Finance Lease Guarantor provided for herein (other than with respect to and neither the right to receive Excluded Payments) and none of Lessee nor the Lessees or the Finance Lease Guarantor will 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 the Lessee or the Finance Lease Guarantor stating that a Finance Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default has occurred, the relevant Lessee or the Finance Lease 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 as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Finance Lease Guarantor has received any such notice from the Lessor; provided, however, that the Trustee shall in no event be liable to any the Lessee or the Finance Lease Guarantor 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 Each of the Lessees Lessee and the Finance Lease Guarantor acknowledges that pursuant to the AESOP I Finance Lease Loan Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each the Lessee and or the Finance Lease Guarantor to, and each the Lessee and the Finance Lease Guarantor shall, make any 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 Base Indenture and such payments shall discharge the obligation of each such the Lessee and the Finance Lease Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees and Lessee or the Finance Lease 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 the Lessee and or the Finance Lease 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 Upon request made by the Trustee at any time, each of the Lessees Lessee and the Finance Lease Guarantor will shall take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee’s first-first priority perfected security interest in this Agreement, the Vehicles leased hereunderGroup II Trucks, the Certificates of Title with respect thereto and any other portion of the AESOP I Finance Lease Loan Group II Collateral; and (v) in In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender Lessor shall have all rights under this Agreement previously assigned to the Trustee.

RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessees Lessee and the Finance Lease Guarantor acknowledges that the Lessor has assigned all of its rights under this Agreement (other than its right to receive Excluded Payments) to CRCF pursuant to the AESOP I Finance Lease Loan Agreement and CRCF has assigned such rights to the Trustee pursuant to the Base Indenture. Accordingly, each of the Lessee and the Finance Lease Guarantor agree 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 Finance Lease Guarantor’s obligations of the Guarantor and of the Lessees’ obligations Lessee hereunder (including with respect to 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 Finance Lease Guarantor or such the Lessee may have against the Lessor or any or, in the case of the Guarantor, the 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 Lessees Lessee and the Finance Lease Guarantor agrees that, upon the occurrence of a Finance 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 any the Lessee or the Finance Lease Guarantor provided for herein (other than with respect to and neither the right to receive Excluded Payments) and none of Lessee nor the Lessees or the Finance Lease Guarantor will 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 the Lessee or the Finance Lease Guarantor stating that a Finance Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default has occurred, the relevant Lessee or the Finance Lease 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 as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Finance Lease Guarantor has received any such notice from the Lessor; provided, however, that the Trustee shall in no event be liable to any the Lessee or the Finance Lease Guarantor 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 Each of the Lessees Lessee and the Finance Lease Guarantor acknowledges that pursuant to the AESOP I Finance Lease Loan Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each the Lessee and or the Finance Lease Guarantor to, and each the Lessee and the Finance Lease Guarantor shall, make any 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 Base Indenture and such payments shall discharge the obligation of each such the Lessee and the Finance Lease Guarantor to the Lessor hereunder to the extent of such payments. Upon written notice to the Lessees and Lessee or the Finance Lease 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 the Lessee and or the Finance Lease 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 Upon request made by the Trustee at any time, each of the Lessees Lessee and the Finance Lease Guarantor will shall take such actions as are requested by the Trustee to assist the Trustee in maintaining the Trustee’s first-first priority perfected security interest in this Agreement, the Vehicles leased hereunderBTF Trucks, the Certificates of Title with respect thereto and any other portion of the AESOP I Finance Lease Loan Collateral; and (v) in In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender Lessor shall have all rights under this Agreement previously assigned to the Trustee.