Duties with Respect to the Related Documents. The Administrator agrees to perform all its duties as Administrator under the Related Documents (other than any Related Documents relating solely to any Segregated Series of Notes) to the extent relating to the Collateral or the Note Obligations. To the extent relating to the Collateral or the Note Obligations, the Administrator shall prepare, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Base Indenture (references are to sections of the Base Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Trustee (Sections 2.2 and 2.4); (B) the duty to cause the Note Register to be kept and to give the Trustee notice of any appointment of a new Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.5); (C) the maintenance of an office or agency for registration of transfer or exchange of Notes and the notification of the Trustee or any change in the location of such office or agency (Sections 2.5 and 8.2); (D) the duty to cause newly appointed Paying Agents, if any, to deliver to the Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.6); (E) the direction to Paying Agents to pay to the Trustee all sums relating to any Series of Notes held in trust by such Paying Agents (Section 2.6); (F) the delivery of notices or other communications to the applicable Clearing Agency for distribution to the Note Owners (Section 2.12(b)) (G) the notification of the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its duties under the Indenture or that the Issuer at its option elects to terminate the book entry system through the Clearing Agency (Section 2.13); (H) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.13); (I) the taking of such further acts as may be reasonably necessary or proper to compel or secure the performance and observance by the Servicer, the Lessee or any other party thereto under any Collateral Agreement of their respective obligations thereunder (Section 3.3); (J) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of the Collateral (Sections 3.4 and 3.5); (K) the preparation and delivery of each of the reports, certificates, statements and other materials required to be delivered by the Issuer pursuant to Section 4.1 of the Base Indenture (Section 4.1); (L) the direction, if necessary, to the firm of independent certified public accountants to furnish reports to the Trustee and the Rating Agencies, if any, in accordance with Sections 4.1(g) and (h) of the Base Indenture (Sections 4.1(g) and(h)); (M) the furnishing, or causing to be furnished, to the Trustee or the Paying Agent, as applicable, instructions as to withdrawals and payments from the Collection Account and any other accounts specified in a Series Supplement relating to the Notes in accordance with Section 4.1(j) of the Base Indenture (Section 4.1(j)); (N) the preparation and delivery of the Annual Noteholders’ Tax Statement (Section 4.2(b)); (O) if so requested, the furnishing to any Noteholder, Note Owner or prospective purchaser of the Notes any information required pursuant to Rule 144(d)(4) under the Securities Act (Section 4.3); (P) the preparation and delivery of written instructions with respect to the investment of funds on deposit in the Collection Account and any other accounts specified in a Series Supplement relating to a Series of Notes (Section 5.1(b)); (Q) instruct the Trustee to make the required withdrawals from the Collection Account and the required deposits in any Series Account in accordance with Article 5 of the Base Indenture, as modified by any Series Supplement (Section 5.2(b)); (R) the maintenance of the Issuer’s qualification to do business in each jurisdiction in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect (Section 8.4); (S) the keeping of books of record and account (Section 8.6); (T) the delivery of notice to the Trustee of each default described in Section 8.8 of the Base Indenture, and preparation and delivery of an Officer’s Certificate of the Issuer setting forth the details of such default and any action with respect thereto taken or contemplated to be taken by the Issuer (Section 8.8); (U) the delivery of notice to the Trustee and the Rating Agencies, if any, of material proceedings (Section 8.9); (V) the furnishing of other information to the Trustee as the Trustee may reasonably request (Section 8.10); (W) the preparation and filing of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 8.11(a) of the Base Indenture, necessary to protect the Collateral (Section 8.11(a)); (X) the obtaining of and the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of the Indenture, as to the Collateral (Section 8.11(d)); (Y) the preparation and obtaining of, and delivery to the Trustee and the Collateral Agent of, filings, Officer’s Certificates and Opinions of Counsel upon the Issuer changing its location or legal name (Section 8.19); (Z) the arranging for the prompt sale of Vehicles returned to ZVF pursuant to Section 2.5(b) of the ZVF Lease (Section 8.25); (AA) the obtaining and the maintenance of insurance in accordance with Section 8.26 of the Base Indenture, and the delivery of notice to the Trustee and the Collateral Agent of any change or cancellation of such insurance (Section 8.26); (BB) the preparation and the obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 11.1); (CC) the preparation of Officer’s Certificates and the obtaining of Opinions of Counsel with respect to the execution of Supplements to the Indenture (Section 12.6); and (DD) the preparation of Officer’s Certificates with respect to any requests by ZVF to the Trustee to take any action under the Indenture (Section 13.3).
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Duties with Respect to the Related Documents. The Administrator agrees to perform all its duties as Administrator under the Related Documents (other than any Related Documents relating solely to any Segregated Series of Notes) to the extent relating to the Collateral or the Note ObligationsDocuments. To the extent relating to the Collateral or the Note Obligations, the The Administrator shall prepare, prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Base Indenture (references are to sections of the Base Indenture):
(A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Trustee (Sections 2.2 and 2.4);
(B) the duty to cause the Note Register to be kept and to give the Trustee notice of any appointment of a new Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.5);
(C) the maintenance of an office or agency for registration of transfer or exchange of Notes and the notification of the Trustee or any change in the location of such office or agency (Sections 2.5 and 8.2);
(D) the duty to cause newly appointed Paying Agents, if any, to deliver to the Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.6);
(E) the direction to Paying Agents to pay to the Trustee all sums relating to any Series of Notes held in trust by such Paying Agents (Section 2.6);
(F) the delivery of notices or other communications to the applicable Clearing Agency for distribution to the Note Owners (Section 2.12(b)) (G) the notification of the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its duties under the Indenture or that the Issuer at its option elects to terminate the book entry system through the Clearing Agency (Section 2.13);
(HG) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.13);
(IH) the taking of such further acts as may be reasonably necessary or proper to compel or secure the performance and observance by Hertz Vehicles LLC, HGI, the Servicer, the Lessee (or any such other party thereto thereto) under any Collateral Agreement Agreement, or by a Manufacturer under a Manufacturer Program, of their respective obligations thereunder (Section 3.3);
(JI) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of the Collateral (Sections 3.4 and 3.5);
(KJ) the preparation and delivery to the Trustee of each of the reports, certificates, statements and other materials required to be delivered by the Issuer pursuant to Section 4.1 of the Base Indenture (Section 4.1);
(LK) the direction, if necessary, to the firm of independent certified public accountants to furnish reports to the Trustee and the Rating Agencies, if any, Agencies in accordance with Sections 4.1(g) and (h) of the Base Indenture (Sections 4.1(g) and(hand (h));
(ML) the furnishing, or causing to be furnished, to the Trustee or the Paying Agent, as applicable, instructions as to withdrawals and payments from the Collection Account and any other accounts specified in a Series Supplement relating to the Notes in accordance with Section 4.1(j) of the Base Indenture (Section 4.1(j));
(N) the preparation and delivery of the Annual Noteholders’ Tax Statement (Section 4.2(b));
(OM) if so requested, the furnishing to any Noteholder, Note Owner or prospective purchaser of the Notes any information required pursuant to Rule 144(d)(4) under the Securities Act (Section 4.3);
(PN) the preparation and delivery of written instructions with respect to the investment of funds on deposit in the Collection Account and any other accounts specified in a Series Supplement relating to a Series of Notes (Section 5.1(b));
(Q) instruct the Trustee to make the required withdrawals from the Collection Account and the required deposits in any Series Account in accordance with Article 5 of the Base Indenture, as modified by any Series Supplement (Section 5.2(b));
(RO) the maintenance of the Issuer’s qualification to do business in each jurisdiction in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect (Section 8.4);
(SP) the keeping of books of record and account (Section 8.6);
(TQ) the delivery of notice to the Trustee of each default described in Section 8.8 of the Base Indenture, and preparation and delivery of an Officer’s Certificate of the Issuer setting forth the details of such default and any action with respect thereto taken or contemplated to be taken by the Issuer (Section 8.8);
(UR) the delivery of notice to the Trustee and the Rating Agencies, if any, Agencies of material proceedings (Section 8.9);
(VS) the furnishing of other information to the Trustee as the Trustee may reasonably request (Section 8.10);
(WT) the preparation and filing of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 8.11(a8.1(a) of the Base Indenture, necessary to protect the Collateral (Section 8.11(a));
(XU) the obtaining of and the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of the Indenture, as to the Collateral (Section 8.11(d));
(YV) the preparation and obtaining of, and delivery to the Trustee and the Collateral Agent of, filings, Officer’s Certificates and Opinions of Counsel upon the Issuer changing its location or legal name (Section 8.19);
(ZW) the preparation and delivery of instruments, agreements and Officer’s Certificates to the Trustee, the Lessor and the Rating Agencies with respect to Manufacturer Programs in accordance with Section 8.25 (Section 8.25);
(X) the turning back, or causing to be turned back, of Program Vehicles to the applicable Manufacturers pursuant to Section 2.6 of the HVF Lease (Section 8.26(a));
(Y) the arranging for the prompt sale of Non-Program Vehicles returned to ZVF HVF pursuant to Section 2.5(b2.5(c) of the ZVF HVF Lease (Section 8.258.26(b));
(AAZ) the obtaining and the maintenance of insurance in accordance with Section 8.26 8.27 of the Base Indenture, and the delivery of notice to the Trustee and the Collateral Agent of any change or cancellation of such insurance (Section 8.268.27);
(BBAA) the preparation and the obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 11.1);
(CCBB) the preparation of Officer’s Certificates and the obtaining of Opinions of Counsel with respect to the execution of Supplements to the Indenture (Section 12.6); and
(DDCC) the preparation of Officer’s Certificates with respect to any requests by ZVF HVF to the Trustee to take any action under the Indenture (Section 13.3).
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Duties with Respect to the Related Documents. The HVIF Administrator agrees to perform all its duties as Administrator under the Related Documents (other than any and certain of the Issuer’s duties under the Related Documents relating solely to any Segregated Series of Notes) Documents, in each case to the extent relating to the HVIF Indenture Collateral, the Series-Specific Collateral or the HVIF Note Obligations. To the extent relating to the HVIF Indenture Collateral, the Series-Specific Collateral or the HVIF Note Obligations, the HVIF Administrator shall prepare, prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the IndentureHVIF Base Indenture or the HVIF Series Supplements. In furtherance of the foregoing, the HVIF Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Indenture includingRelated Documents and the Series Related Documents with respect to each Series of HVIF Notes, without limitation, including such of the foregoing as are required with respect to the following matters under to the Base extent they relate to the HVIF Indenture Collateral, any Series-Specific Collateral or the HVIF Note Obligations (unless otherwise specified, references in this Section 2(a) are to sections of the HVIF Base Indenture):
(A) the preparation of or obtaining of the documents and instruments required for execution and authentication of the HVIF Notes, if any, and delivery of the same to the Trustee (Sections 2.2 and 2.4);
(B) the duty to cause the Note Register to be kept and to give the Trustee notice of any appointment of a new Registrar and the location, or change in location, of the Note Register and the office or offices where HVIF Notes may be surrendered for registration of transfer or exchange (Section 2.5);
(C) the maintenance of an office or agency for registration of transfer or exchange of Notes and the notification of the Trustee or any change in the location of such office or agency (Sections 2.5 and 8.2);
(DC) the duty to cause newly appointed Paying Agents, if any, to deliver to the Trustee the instrument specified in the HVIF Base Indenture regarding funds held in trust (Section 2.6);
(ED) the direction to Paying Agents to pay to the Trustee all sums relating to any Series of HVIF Notes held in trust by such Paying Agents (Section 2.6);
(F) the delivery of notices or other communications to the applicable Clearing Agency for distribution to the Note Owners (Section 2.12(b)) (G) the notification of the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its duties under the Indenture or that the Issuer at its option elects to terminate the book entry system through the Clearing Agency (Section 2.13);
(H) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.13);
(I) the taking of such further acts as may be reasonably necessary or proper to compel or secure the performance and observance by the Servicer, the Lessee or any other party thereto under any Collateral Agreement of their respective obligations thereunder (Section 3.3);
(J) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of the Collateral (Sections 3.4 and 3.5);
(K) the preparation and delivery of each of the reports, certificates, statements and other materials required to be delivered by the Issuer pursuant to Section 4.1 of the Base Indenture (Section 4.1);
(L) the direction, if necessary, to the firm of independent certified public accountants to furnish reports to the Trustee and the Rating Agencies, if any, in accordance with Sections 4.1(g) and (h) of the Base Indenture (Sections 4.1(g) and(h));
(ME) the furnishing, or causing to be furnished, to the Trustee or the Paying Agent, as applicable, instructions as to withdrawals and payments from the HVIF Collection Account and any other accounts specified in a an HVIF Series Supplement relating and to the Notes make drawings from any Enhancement in accordance with Section 4.1(j) of the HVIF Base Indenture (Section 4.1(j)Indenture);
(NF) the preparation and delivery of notice to the Annual Noteholders’ Tax Statement Trustee of each default of the Issuer with respect to any provision described in the HVIF Base Indenture setting forth the details of such default and any action with respect thereto taken or contemplated to be taken by the Issuer (Section 4.2(b)8.8);
(OG) upon surrender for registration or transfer of any HVIF Note, the execution in the name of the designated transferee or transferees of one or more new HVIF Notes (Section 2.8);
(H) the notification of the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its duties under the HVIF Base Indenture or that the Issuer at its option elects to terminate the book entry system through the Clearing Agency (Section 2.13);
(I) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.13);
(J) if so requested, the furnishing furnishing, or causing to be furnished, to any HVIF Noteholder, HVIF Note Owner or prospective purchaser of the HVIF Notes any information required pursuant to Rule 144(d)(4) under the Securities Act (Section 4.3);
(P) the preparation and delivery of written instructions with respect to the investment of funds on deposit in the Collection Account and any other accounts specified in a Series Supplement relating to a Series of Notes (Section 5.1(b));
(Q) instruct the Trustee to make the required withdrawals from the Collection Account and the required deposits in any Series Account in accordance with Article 5 of the Base Indenture, as modified by any Series Supplement (Section 5.2(b));
(RK) the maintenance of the Issuer’s qualification to do business in each jurisdiction in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect (Section Sections 7.1 and 8.4);
(SL) the preparation and delivery to the Trustee of each of the reports, certificates, statements and other materials required to be delivered by the Issuer pursuant to Section 7.8 of the HVIF Base Indenture or any other Related Document or Series Related Document with respect to any Series of HVIF Notes (Section 7.8);
(M) the keeping of books of record and account in accordance with Section 8.6 of the HVIF Base Indenture (Section 8.6);
(TN) the delivery of notice to the Trustee and the Rating Agencies of each default described in material proceedings (Section 8.8 of 8.9);
(O) the Base Indenture, and preparation and delivery of written instructions with respect to the investment of funds on deposit in the HVIF Collection Account and any other accounts specified in an HVIF Series Supplement (Section 5.1(b) and Section 4.2(c) of the Series 2020-1 Supplement);
(P) the preparation and the obtaining of documents and instruments required for the release of the Issuer from its obligation under the HVIF Base Indenture or any other Related Document or Series Related Document with respect to any Series of HVIF Notes (Section 11.1);
(Q) the direction, if necessary, to the firm of independent certified public accountants to furnish reports to the Trustee in accordance with Sections 4.1(g), 4.1(h) and 11.1(b) of the HVIF Base Indenture (Sections 4.1(g), 4.1(h) and 11.1(b));
(R) the preparation of Officer’s Certificates and the obtaining of Opinions of Counsel with respect to the execution of HVIF Series Supplements to the HVIF Base Indenture (Section 12.1(b));
(S) the preparation of Officer’s Certificates with respect to any requests by the Issuer to the Trustee to take any action under the HVIF Base Indenture (Section 13.2);
(T) the taking of such further acts as may be reasonably necessary or proper to compel or secure the performance and observance by (i) Hertz Vehicles LLC, HGI, the Servicer, any Lessee, or any other party to any of the Related Documents of its obligations to HVIF, solely to the extent that such obligations relate to or otherwise affect the HVIF Collateral or the HVIF Note Obligations, or (ii) any Manufacturer under any Manufacturer Program of its obligations to HVIF, solely to the extent that such obligations relate to or otherwise affect the HVIF Collateral, including, without limitation, any obligations of such Manufacturer to HGI or Hertz, as applicable, that have been assigned to HVIF and constitute a part of the HVIF Collateral, in each case in accordance with the applicable terms thereof and with Section 3.3 of the HVIF Base Indenture (Section 3.3);
(U) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of the HVIF Indenture Collateral (Section 3.4);
(V) the preparation and maintenance, or causing to be prepared and maintained, a HVIF Daily Collection Report for each Business Day (Section 4.1(a));
(W) the forwarding, or causing to be forwarded, to the Trustee, copies of all reports, certificates, information or other materials delivered to HVIF pursuant to the HVIF Lease (Section 4.1(b));
(X) the furnishing, or causing to be furnished, to the Trustee and the Paying Agent the Monthly Servicing Certificate on or before the fourth (4th) Business day prior to each Payment Date (unless otherwise agreed to by the Trustee) (Section 4.1(c));
(Y) the furnishing, or causing to be furnished, to the Trustee, a Monthly HVIF Noteholders’ Statement with respect to each Series of HVIF Notes (Section 4.1(d));
(Z) the furnishing, or causing to be furnished, on or before each Payment Date to the Trustee and the Collateral Agent the Officer’s Certificate of HVIF required to be delivered in accordance with Section 4.1(e) of the HVIF Base Indenture (Section 4.1(e));
(AA) the furnishing, or causing to be furnished, to the Trustee, from time to time, such additional information regarding the financial position, results of operations or business of Hertz, Hertz Vehicles LLC, HGI or HVIF as the Trustee may reasonably request to the extent that such information is available to HVIF pursuant to the Related Documents (Section 4.1(i));
(BB) on the Payment Date in each of March, June, September and December, commencing in December 2020, the preparation and delivery to the Trustee of an Officer’s Certificate of HVIF in accordance with Section 4.1(f) of the HVIF Base Indenture (Section 4.1(f));
(CC) on or before each Payment Date, the furnishing, or causing to be furnished, to each HVIF Noteholder of record as of the immediately preceding Record Date of each Series of HVIF Notes Outstanding the Monthly HVIF Noteholders’ Statement with respect to such Series of HVIF Notes, with a copy to the Rating Agencies and any Enhancement Provider with respect to such Series of HVIF Notes in accordance with Section 4.2(a) of the HVIF Base Indenture (Section 4.2(a));
(DD) on or before January 31 of each calendar year, beginning with the calendar year 2021, the furnishing, or causing to be furnished, to any HVIF Noteholder who at any time during the preceding calendar year was an HVIF Noteholder, the Annual HVIF Noteholders’ Tax Statement (Section 4.2(b));
(EE) the obtaining of and the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of the HVIF Base Indenture, as to the HVIF Indenture Collateral (Section 8.11(d));
(FF) the directing of all HVIF Collections due and to become due to the Issuer or the Trustee, as the case may be, to be deposited to the HVIF Collection Account at such times as such amounts are due (Section 5.3(a));
(GG) the preparation and delivery of written instructions with respect to Article V (Priority of Payments) of the Series 2020-1 Supplement and the allocation of HVIF Collections deposited into the HVIF Collection Account in accordance with Article V of the HVIF Base Indenture, including the preparation and delivery of written instructions with respect to (i) the withdrawal and payment of all amounts on deposit in the HVIF Collection Account that consist of HVIF Principal Collections in accordance with Section 5.2 of the Series 2020-1 Supplement and (ii) the application of HVIF Interest Collections in accordance with Section 5.3 of the Series 2020-1 Supplement (Sections 5.3(b), (c) and (d), 5.4 and 5.5);
(HH) the filing, or causing to be filed, of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the HVIF General Intangibles Collateral and the HVIF Collateral (Section 7.13(i));
(II) the notification, or causing to be notified, of the Trustee and the Rating Agencies, of (i) any Potential Amortization Event or Amortization Event with respect to any Series of HVIF Notes Outstanding, any HVIF Potential Operating Lease Event of Default, any HVIF Operating Lease Event of Default or any Servicer Default or (ii) any default under any other Lease Related Agreement, any Related Documents or under any Manufacturer Program, in each case, together with an Officer’s Certificate of the Issuer setting forth the details of such default thereof and any action with respect thereto taken or contemplated to be taken by the Issuer (Section 8.8);
(UJJ) the delivery of notice furnishing, or causing to be furnished, to the Trustee and the Rating Agencies, if any, of material proceedings (Section 8.9);
(V) the furnishing of such other information relating to the Trustee as HVIF Notes as, and in such form as, the Trustee may reasonably request in connection with the transactions contemplated by the HVIF Base Indenture or any HVIF Series Supplement (Section 8.10);
(WKK) the preparation taking, execution and filing of all supplementsdelivery, amendmentsor causing to be taken, financing statementsexecuted and delivered, continuation statementsto the Trustee such additional assignments, if anyagreements, powers and instruments of further assurance and other instruments, in accordance with Section 8.11(a) as are necessary or desirable to maintain the security interest of the Base Indenture, necessary to protect Trustee in the HVIF Indenture Collateral on behalf of the HVIF Noteholders as a perfected security interest (Section 8.11(a));
(X) the obtaining of and the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of the Indenture, as to the Collateral (Section 8.11(d));
(YLL) the preparation and obtaining of, and delivery to the Trustee and the Collateral Agent of, filings, filings and Officer’s Certificates and Opinions of Counsel upon the Issuer HVIF changing its location or legal name (Section 8.19);
(ZMM) deliver or cause to be delivered the arranging for Officer’s Certificate of the prompt sale Lessee and copies of Vehicles returned to ZVF the Manufacturer Programs, and receive Assignment Agreement pursuant to Section 2.5(b) 8.25 of the ZVF Lease Base Indenture (Section 8.25);
(AANN) turn in, or cause to be turned in, Program Vehicles, and sell Non-Program Vehicles, in accordance with Section 8.26 of the Base Indenture (Section 8.26);
(OO) the obtaining and the maintenance of insurance in accordance with Section 8.26 8.27 of the HVIF Base Indenture, and the delivery of notice to the Trustee and the Collateral Agent of any change or cancellation of such insurance (Section 8.268.27);
(BBPP) the preparation and the obtaining taking of documents and instruments required for the release of such acts as may be reasonably necessary or proper to cause the Issuer from to comply in all material respects with all of its obligation obligations under the Indenture Manufacturer Programs in accordance with the Servicing Standard (Section 11.18.7);
(CCQQ) cooperate and provide reasonable assistance in a timely manner with the preparation provision of Officer’s Certificates data, business materials, and the obtaining of Opinions of Counsel other information by a Lender or any Rating Agency in connection with respect to the execution of Supplements to the Indenture a Rating Request (Section 12.621 of Annex 2 of the Series 2020-1 Supplement); and
(DDRR) the preparation on any date of Officer’s Certificates determination, calculate with respect to any requests by ZVF the preceding three (3) calendar months prior to such date of determination the Trustee to take any action under rental fleet utilization (determined in the Indenture same manner calculated in connection with the public company filings of Holdings) of the HVIF Vehicles located in the United States (Section 13.32.2 of the Series 2020-1 Supplement).
Appears in 1 contract
Duties with Respect to the Related Documents. The Administrator agrees to perform all its duties as Administrator under the Related Documents (other than any Related Documents relating solely to any Segregated Series of Notes) to the extent relating to the Collateral or the Note Obligations. To the extent relating to the Collateral or the Note Obligations, the Administrator shall prepare, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Base Indenture (references are to sections of the Base Indenture):
(A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Trustee (Sections 2.2 and 2.4);
(B) the duty to cause the Note Register to be kept and to give the Trustee notice of any appointment of a new Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.5);
(C) the maintenance of an office or agency for registration of transfer or exchange of Notes and the notification of the Trustee or any change in the location of such office or agency (Sections 2.5 and 8.2);
(D) the duty to cause newly appointed Paying Agents, if any, to deliver to the Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.6);
(E) the direction to Paying Agents to pay to the Trustee all sums relating to any Series of Notes held in trust by such Paying Agents (Section 2.6);
(F) the delivery of notices or other communications to the applicable Clearing Agency for distribution to the Note Owners (Section 2.12(b)) (G) the notification of the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its duties under the Indenture or that the Issuer at its option elects to terminate the book entry system through the Clearing Agency (Section 2.13);
(H) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.13);
(I) the taking of such further acts as may be reasonably necessary or proper to compel or secure the performance and observance by the Servicer, the Lessee or any other party thereto under any Collateral Agreement Agreement, or by a Manufacturer under a Manufacturer Program, of their respective obligations thereunder (Section 3.3);
(J) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of the Collateral (Sections 3.4 and 3.5);
(K) the preparation and delivery of each of the reports, certificates, statements and other materials required to be delivered by the Issuer pursuant to Section 4.1 of the Base Indenture (Section 4.1);
(L) the direction, if necessary, to the firm of independent certified public accountants to furnish reports to the Trustee and the Rating Agencies, if any, in accordance with Sections 4.1(g) and (h) of the Base Indenture (Sections 4.1(g) and(h));
(M) the furnishing, or causing to be furnished, to the Trustee or the Paying Agent, as applicable, instructions as to withdrawals and payments from the Collection Account and any other accounts specified in a Series Supplement relating to the Notes in accordance with Section 4.1(j) of the Base Indenture (Section 4.1(j));
(N) the preparation and delivery of the Annual Noteholders’ Tax Statement (Section 4.2(b));
(O) if so requested, the furnishing to any Noteholder, Note Owner or prospective purchaser of the Notes any information required pursuant to Rule 144(d)(4) under the Securities Act (Section 4.3);
(P) the preparation and delivery of written instructions with respect to the investment of funds on deposit in the Collection Account and any other accounts specified in a Series Supplement relating to a Series of Notes (Section 5.1(b));
(Q) instruct the Trustee to make the required withdrawals from the Collection Account and the required deposits in any Series Account in accordance with Article 5 of the Base Indenture, as modified by any Series Supplement (Section 5.2(b));
(R) the maintenance of the Issuer’s qualification to do business in each jurisdiction in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect (Section 8.4);
(S) the keeping of books of record and account (Section 8.6);
(T) the delivery of notice to the Trustee of each default described in Section 8.8 of the Base Indenture, and preparation and delivery of an Officer’s Certificate of the Issuer setting forth the details of such default and any action with respect thereto taken or contemplated to be taken by the Issuer (Section 8.8);
(U) the delivery of notice to the Trustee and the Rating Agencies, if any, of material proceedings (Section 8.9);
(V) the furnishing of other information to the Trustee as the Trustee may reasonably request (Section 8.10);
(W) the preparation and filing of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 8.11(a) of the Base Indenture, necessary to protect the Collateral (Section 8.11(a));
(X) the obtaining of and the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of the Indenture, as to the Collateral (Section 8.11(d));
(Y) the preparation and obtaining of, and delivery to the Trustee and the Collateral Agent of, filings, Officer’s Certificates and Opinions of Counsel upon the Issuer changing its location or legal name (Section 8.19);
(Z) the preparation and delivery of instruments, agreements, confirmations and Officer’s Certificates to the Trustee, the Lessor and the Rating Agencies with respect to Manufacturer Programs in accordance with Section 8.25 (Section 8.25);
(AA) the turning back, or causing to be turned back, of Program Vehicles to the applicable Manufacturers pursuant to Section 2.3(b) and 3.1(b) of the ZVF lease (Section 8.26(a));
(BB) the arranging for the prompt sale of Non-Program Vehicles returned to ZVF pursuant to Section Sections 2.3(c) and 2.5(b) of the ZVF Lease (Section 8.258.26(b));
(AACC) the obtaining and the maintenance of insurance in accordance with Section 8.26 8.27 of the Base Indenture, and the delivery of notice to the Trustee and the Collateral Agent of any change or cancellation of such insurance (Section 8.268.27);
(BBDD) the preparation and the obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 11.1);
(CCEE) the preparation of Officer’s Certificates and the obtaining of Opinions of Counsel with respect to the execution of Supplements to the Indenture (Section 12.6); and
(DDFF) the preparation of Officer’s Certificates with respect to any requests by ZVF to the Trustee to take any action under the Indenture (Section 13.3).
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Duties with Respect to the Related Documents. The Administrator agrees to perform all its duties as Administrator under the Related Documents (other than any and certain of HVF III’s duties under the Related Documents relating solely to any Segregated Series of Notes) Documents, in each case to the extent relating to the Indenture Collateral, the Series-Specific Collateral or the Note Obligations. To the extent relating to the Indenture Collateral, the Series-Specific Collateral or the Note Obligations, the Administrator shall prepare, prepare for execution by HVF III or shall cause the preparation by other appropriate persons of, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer HVF III to prepare, file or deliver pursuant to the IndentureBase Indenture or the Series Supplements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer HVF III to take pursuant to the Indenture includingRelated Documents and the Series Related Documents with respect to each Series of Notes, without limitation, including such of the foregoing as are required with respect to the following matters under to the Base extent they relate to the Indenture Collateral, any Series-Specific Collateral or the Note Obligations (unless otherwise specified, references in this Section 2(a) (Duties of Administrator) are to sections of the Base Indenture):
(A) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes, if any, and delivery of the same to the Trustee (Sections Section 2.2 (Notes Issuable in Series) and 2.4Section 2.4 (Execution and Authentication));
(B) the duty to cause the Note Register to be kept and to give the Trustee notice of any appointment of a new Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.52.5 (Registrar and Paying Agent) and Section 8.2 (Maintenance of Office or Agency));
(C) the maintenance of an office or agency for registration of transfer or exchange of Notes and the notification of the Trustee or any change in the location of such office or agency (Sections 2.5 and 8.2);
(D) the duty to cause newly appointed Paying Agents, if any, to deliver to the Trustee the instrument specified in the Base Indenture regarding funds held in trust (Section 2.62.6 (Paying Agent to Hold Money in Trust));
(ED) the direction to Paying Agents to pay to the Trustee all sums relating to any Series of Notes held in trust by such Paying Agents (Section 2.6);
2.6 (F) the delivery of notices or other communications to the applicable Clearing Agency for distribution to the Note Owners (Section 2.12(b)) (G) the notification of the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its duties under the Indenture or that the Issuer at its option elects to terminate the book entry system through the Clearing Agency (Section 2.13);
(H) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.13);
(I) the taking of such further acts as may be reasonably necessary or proper to compel or secure the performance and observance by the Servicer, the Lessee or any other party thereto under any Collateral Agreement of their respective obligations thereunder (Section 3.3);
(J) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of the Collateral (Sections 3.4 and 3.5);
(K) the preparation and delivery of each of the reports, certificates, statements and other materials required to be delivered by the Issuer pursuant to Section 4.1 of the Base Indenture (Section 4.1);
(L) the direction, if necessary, to the firm of independent certified public accountants to furnish reports to the Trustee and the Rating Agencies, if any, in accordance with Sections 4.1(g) and (h) of the Base Indenture (Sections 4.1(g) and(h));
(M) the furnishing, or causing to be furnished, to the Trustee or the Paying Agent, as applicable, instructions as to withdrawals and payments from the Collection Account and any other accounts specified in a Series Supplement relating to the Notes in accordance with Section 4.1(j) of the Base Indenture (Section 4.1(j));
(N) the preparation and delivery of the Annual Noteholders’ Tax Statement (Section 4.2(b));
(O) if so requested, the furnishing to any Noteholder, Note Owner or prospective purchaser of the Notes any information required pursuant to Rule 144(d)(4) under the Securities Act (Section 4.3);
(P) the preparation and delivery of written instructions with respect to the investment of funds on deposit in the Collection Account and any other accounts specified in a Series Supplement relating to a Series of Notes (Section 5.1(b));
(Q) instruct the Trustee to make the required withdrawals from the Collection Account and the required deposits in any Series Account in accordance with Article 5 of the Base Indenture, as modified by any Series Supplement (Section 5.2(b));
(R) the maintenance of the Issuer’s qualification to do business in each jurisdiction in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect (Section 8.4);
(S) the keeping of books of record and account (Section 8.6);
(T) the delivery of notice to the Trustee of each default described in Section 8.8 of the Base Indenture, and preparation and delivery of an Officer’s Certificate of the Issuer setting forth the details of such default and any action with respect thereto taken or contemplated to be taken by the Issuer (Section 8.8);
(U) the delivery of notice to the Trustee and the Rating Agencies, if any, of material proceedings (Section 8.9);
(V) the furnishing of other information to the Trustee as the Trustee may reasonably request (Section 8.10);
(W) the preparation and filing of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 8.11(a) of the Base Indenture, necessary to protect the Collateral (Section 8.11(a));
(X) the obtaining of and the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of the Indenture, as to the Collateral (Section 8.11(d));
(Y) the preparation and obtaining of, and delivery to the Trustee and the Collateral Agent of, filings, Officer’s Certificates and Opinions of Counsel upon the Issuer changing its location or legal name (Section 8.19);
(Z) the arranging for the prompt sale of Vehicles returned to ZVF pursuant to Section 2.5(b) of the ZVF Lease (Section 8.25);
(AA) the obtaining and the maintenance of insurance in accordance with Section 8.26 of the Base Indenture, and the delivery of notice to the Trustee and the Collateral Agent of any change or cancellation of such insurance (Section 8.26);
(BB) the preparation and the obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 11.1);
(CC) the preparation of Officer’s Certificates and the obtaining of Opinions of Counsel with respect to the execution of Supplements to the Indenture (Section 12.6); and
(DD) the preparation of Officer’s Certificates with respect to any requests by ZVF to the Trustee to take any action under the Indenture (Section 13.3).
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