Common use of Master Servicer Functions Clause in Contracts

Master Servicer Functions. The Master Servicer shall service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect to the Master Collateral Vehicles and forward to the Servicer of the related Vehicle all such Certificates of Title with respect to the Master Collateral Vehicles titled in the name of RCFC or the Nominee, (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, designate as Related Vehicles on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereof, Master Collateral Vehicles (a) that have been purchased by or purchased, financed or refinanced with funds provided by such Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) with a collateral value (as determined under the relevant Financing Documents relating to the Financing Source with respect to such Beneficiary) not less than the collateral value required in such Financing Documents to be allocated to such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Programs and payments and other proceeds with respect to other Master Collateral to be deposited directly into the Master Collateral Account by the Manufacturers, related auction dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and allocate such payments to the various Beneficiaries, (iv) furnish the Fleet Report as provided in Section 2.4, (v) instruct the Master Collateral Agent to make distributions, withdrawals and payments froth the Master Collateral Account in accordance with Sections 2.5(b) through 2.5(d) in accordance with the related Financing Documents, (vi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, commence enforcement proceedings with respect to such Vehicle Disposition Programs, (vii) perform the functions described in Section 2.7, and (viii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and therein. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, unless otherwise prohibited by applicable Financing Documents or applicable law and regulations. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources are at all times accurate.

Master Servicer Functions. The Master Servicer shall (together with the related Sub-Servicers, if any) service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) except as provided in the Financing Documents, cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect (other than (to the Master Collateral Vehicles and forward to extent so permitted under the Servicer Financing Documents of the related Vehicle all such Financing Source) Certificates of Title with respect relating to the Master Collateral Vehicles titled in the name of RCFC or the Nomineean Initial Fleet), (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, designate Vehicles as Related Vehicles on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereofhereof such that after giving effect thereto each Beneficiary shall have designated to it as Related Vehicles on the computer records of the Master Servicer (and, Master Collateral to the extent provided in the related Financing Documents, Eligible Receivables) all Vehicles (a) that have been purchased by or purchased, financed or refinanced with funds provided by such from the Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or plus other Vehicles leased under the Related Lease such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles constituting Eligible Vehicles (band, to the extent provided in the related Financing Documents, Eligible Receivables) with a collateral value (as determined under the relevant Financing Documents relating to the Financing Source with respect to such Beneficiary) not less than the collateral value required in such the Financing Documents to be allocated to of such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Manufacturer Programs (to the extent not paid directly to the Master Collateral Agent) and payments and other proceeds with respect to other Master Collateral (other than sales proceeds from sales of Vehicles to third parties (other than under any related Manufacturer Program) to be deposited directly into to the Master Collateral Account Accounts by the Manufacturers, Manufacturers and related auction dealers, eligible franchisees and any other Person making such a payment, dealers in accordance with this Agreement and allocate such payments (iv) deposit into the Master Collateral Accounts sale proceeds (including amounts paid to the various BeneficiariesMaster Servicer by a Manufacturer as a result of the Master Servicer's sale of such Vehicle outside such Manufacturer's Manufacturer Program) and any other proceeds of the Master Collateral paid to the Master Servicer or a Lessor Grantor or Lessee Grantor (whether as a result of a violation of the provisions of Section 3.2(iii) or otherwise), by the second (2nd) Business Day following the Master Servicer's or such Lessor Grantor's or such Lessee Grantor's receipt thereof, (iv) to the extent provided under the applicable Financing Documents, turn in Vehicles owned by the Lessee Grantors and the Lessor Grantors and covered by Manufacturer Programs to the relevant Manufacturer within the applicable repurchase period and comply with all of its obligations under the Manufacturer Programs, (v) furnish or cause to be furnished the Master Servicer's Fleet Report as provided in Section 2.4, (vvi) instruct the Master Collateral Agent to make distributions, withdrawals and payments froth from the Master Collateral Account Accounts in accordance with Sections 2.5(b) through Section 2.5(c), 2.5(d) in accordance with the related Financing Documents), and 2.5(e), (vivii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Vehicle Disposition Manufacturer Programs, (viiviii) perform the functions described in Section 2.7, and (viiiix) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and thereinDocuments. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder (including, without limitation, the related Sub-Servicers, if any), to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, Beneficiary or the likelihood of repayment of the indebtedness to the Financing Sources unless otherwise prohibited by applicable Financing Documents or applicable law and regulationsDocuments. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources are at all times accurate.

Master Servicer Functions. The Master Servicer shall service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) except as provided in the Financing Documents, cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect to the Master Collateral Vehicles and forward to the Servicer of the related Vehicle all such (other than Certificates of Title with respect relating to the Master Collateral Vehicles titled in the name of RCFC or the NomineeInitial Fleet), (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, either (a) designate Vehicles as Related Vehicles on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereof, Master Collateral hereof such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles (aand, to the extent provided in the related Financing Documents, Eligible Receivables) that have been purchased by or purchased, financed or refinanced with funds provided by such from the Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) designate Vehicles as Related Vehicles on its computer system in accordance with Sections 2.2 and 2.3 hereof such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivables) with a collateral value (as determined under the relevant Financing Documents relating to the Financing Source with respect to such Beneficiary) not less than the collateral value required in such the Financing Documents to be allocated to of such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Manufacturer Programs (to the extent not paid directly to the Master Collateral Agent) and payments and other proceeds with respect to other Master Collateral (other than sales proceeds from sales of Vehicles to third parties (other than under any related Manufacturer Program) or insurance proceeds in respect of Vehicles received directly by the Master Servicer) to be deposited directly into to the Master Collateral Account by the Manufacturers, Manufacturers and related auction dealers, eligible franchisees and any other Person making such a payment, dealers in accordance with this Agreement and allocate such payments deposit into the Master Collateral Account sale proceeds (including amounts paid to the various BeneficiariesMaster Servicer by a Manufacturer as a result of the Master Servicer's sale of such Vehicle outside such Manufacturer's Manufacturer Program) or insurance proceeds in respect of the Vehicles received directly by the Master Servicer, by the second (2nd) Business Day following the Master Servicer's receipt thereof, (iv) to the extent provided under the applicable Financing Documents, turn in Vehicles owned by the Lessee Grantors and NFLP and covered by Manufacturer Programs to the relevant Manufacturer within the applicable repurchase period and comply with all of its obligations under the Manufacturer Programs, (v) furnish the Master Servicer's Fleet Report as provided in Section 2.4, (vvi) instruct the Master Collateral Agent to make distributions, withdrawals and payments froth from the Master Collateral Account in accordance with Sections Section 2.5(b) through ), 2.5(c), and 2.5(d) in accordance with the related Financing Documents), (vivii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Vehicle Disposition Manufacturer Programs, (viiviii) perform the functions described in Section 2.7, and (viiiix) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and thereinDocuments. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, unless otherwise prohibited by applicable Financing Documents or applicable law and regulations. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources are at all times accurate.and

Master Servicer Functions. The Master Servicer shall (together with the related Sub-Servicers, if any) service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) except as provided in the Financing Documents, cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect (other than (to the Master Collateral Vehicles and forward to extent so permitted under the Servicer Financing Documents of the related Vehicle all such Financing Source) Certificates of Title with respect relating to the Master Collateral Vehicles titled in the name of RCFC or the Nomineean Initial Fleet), (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, either (a) designate Vehicles as Related Vehicles on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereof, Master Collateral hereof such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles (aand, to the extent provided in the related Financing Documents, Eligible Receivables) that have been purchased by or purchased, financed or refinanced with funds provided by such from the Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) designate Vehicles as Related Vehicles on its computer system in accordance with Sections 2.2 and 2.3 hereof such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivables) with a collateral value (as determined under the relevant Financing Documents relating to the Financing Source with respect to such Beneficiary) not less than the collateral value required in such the Financing Documents to be allocated to of such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Manufacturer Programs (to the extent not paid directly to the Master Collateral Agent) and payments and other proceeds with respect to other Master Collateral (other than sales proceeds from sales of Vehicles to third parties (other than under any related Manufacturer Program) or insurance proceeds in respect of Vehicles received directly by the Master Servicer) to be deposited directly into to the Master Collateral Account by the Manufacturers, Manufacturers and related auction dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and allocate such payments to the various Beneficiaries, (iv) furnish the Fleet Report as provided in Section 2.4, (v) instruct the Master Collateral Agent to make distributions, withdrawals and payments froth the Master Collateral Account in accordance with Sections 2.5(b) through 2.5(d) in accordance with the related Financing Documents, (vi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, commence enforcement proceedings with respect to such Vehicle Disposition Programs, (vii) perform the functions described in Section 2.7, and (viii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and therein. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, unless otherwise prohibited by applicable Financing Documents or applicable law and regulations. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources are at all times accurate.auction

Master Servicer Functions. The Master Servicer shall (together with the related Sub-Servicers, if any) service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) except as provided in the Financing Documents, cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect (other than (to the Master Collateral Vehicles and forward to extent so permitted under the Servicer Financing Documents of the related Vehicle all such Financing Source) Certificates of Title with respect relating to the Master Collateral Vehicles titled in the name of RCFC or the Nomineean Initial Fleet), (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, designate Vehicles as Related Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivables) on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereof, such that after giving effect thereto each Beneficiary shall have designated to it as Related Vehicles on the computer records of the Master Collateral Servicer all Vehicles (a) that have been purchased by or purchased, financed or refinanced with funds provided by such from the Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or plus all other Vehicles leased under the Related Lease, such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles constituting Eligible Vehicles (band, to the extent provided in the related Financing Documents, Eligible Receivables and other eligible collateral) with a collateral value (as determined under the relevant Financing Documents relating to the Related Financing Source with respect to such BeneficiarySource) not less than the collateral value required in such the Financing Documents to be allocated to of such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Manufacturer Programs and (to the extent not deposited directly into the Master Collateral Accounts) and, to the extent required pursuant to Section 2.5(c) hereof, payments and other proceeds with respect to other Master Collateral to be deposited directly into the Master Collateral Account by the Manufacturers, Manufacturers and related auction dealers, eligible franchisees for so long as no LKE Reallocation Trigger Event shall have occurred and any other Person making such a paymentbe continuing, into the Joint Master Collateral Accounts, and for so long as an LKE Reallocation Trigger Event shall have occurred and be continuing, into the Post LKE Reallocation Master Collateral Accounts, in each case in accordance with this Agreement and allocate such except payments which are to be deposited directly to the various BeneficiariesGroup I Collection Account, if any, (iv) deposit, for so long as no LKE Reallocation Trigger Event shall have occurred and be continuing, into the Joint Master Collateral Accounts, and for so long as an LKE Reallocation Trigger Event shall have occurred and be continuing, into the Post LKE Reallocation Master Collateral Accounts, sale proceeds (including amounts paid to the Master Servicer by a Manufacturer as a result of the Master Servicer’s sale of such Vehicle outside such Manufacturer’s Manufacturer Program) and any other proceeds of the Pledged Master Collateral paid to the Master Servicer or a Lessor Grantor or Lessee Grantor (whether as a result of a violation of the provisions of Section 3.2(iii) or otherwise), by the second (2nd) Business Day following the Master Servicer’s or such Lessor Grantor’s or such Lessee Grantor’s receipt thereof, (v) remit proceeds of the Vehicle Repurchase Rights comprising the Related Master Collateral of each Receivables Purchaser Beneficiary paid to the Master Servicer or a Lessor Grantor or Lessee Grantor (whether as a result of a violation of the provisions of Section 3.2(iii) or otherwise), by the second (2nd) Business Day following the Master Servicer’s or such Lessor Grantor’s or such Lessee Grantor’s receipt thereof, in accordance with the Financing Documents for such Receivables Purchaser Beneficiary, (vi) remit proceeds of the Vehicle Repurchase Rights pledged to a QI Beneficiary on behalf of a Master Exchange Lender under a Master Exchange Financing Agreement or pledged to a Receivable Pledgee Beneficiary under the Related Financing Documents that are paid to the Master Servicer or a Lessor Grantor or Lessee Grantor (whether as a result of a violation of the provisions of Section 3.2(iii) or otherwise), by the second (2nd) Business Day following the Master Servicer’s or such Lessor Grantor’s or such Lessee Grantor’s receipt thereof, in accordance with the Financing Documents related to such QI Beneficiary or Receivables Pledgee Beneficiary, (vii) to the extent provided under the applicable Financing Documents, turn in Vehicles owned by the Lessee Grantors and the Lessor Grantors and covered by Manufacturer Programs to the relevant Manufacturer within the applicable repurchase period and comply with all of its obligations under the Manufacturer Programs, (viii) furnish or cause to be furnished the Master Servicer’s Fleet Report as provided in Section 2.4, (vix) furnish or cause to be furnished the Master Servicer’s Weekly VIN Report as provided in Section 2.9, (x) furnish or cause to be furnished the information required by Section 2.10, (xi) instruct the Master Collateral Agent and the Intermediary, as applicable, to make distributions, withdrawals and payments froth from the Master Collateral Account Accounts in accordance with Sections 2.5(b) through Section 2.5(c), 2.5(d) ), and 2.5(e), and, for so long as no LKE Reallocation Trigger Event shall have occurred and be continuing, in accordance with the related Financing DocumentsMaster Exchange Agreement, (vixii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Vehicle Disposition Manufacturer Programs, (viixiii) perform the functions described in Section 2.7, (xiv) perform the functions of the Exchangor under the Master Exchange Agreement and the Escrow Agreement, and (viiixv) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and thereinDocuments. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder (including, without limitation, the related Sub-Servicers, if any), to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, Beneficiary or the likelihood of repayment of the indebtedness to the Financing Sources unless otherwise prohibited by applicable Financing Documents or applicable law and regulationsDocuments. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources and Beneficiaries are at all times accurate.

Master Servicer Functions. The Master Servicer shall service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect to the Master Collateral Vehicles and forward to the Servicer of the related Vehicle all such Certificates of Title with respect to the Master Collateral Vehicles titled in the name of RCFC or the NomineeRCFC, (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, designate as Related Vehicles on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereof, Master Collateral Vehicles (a) that have been purchased by or purchased, financed or refinanced with funds provided by such Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) with a collateral value (as determined under the relevant Financing Documents relating to the Financing Source with respect to such Beneficiary) not less than the collateral value required in such Financing Documents to be allocated to such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Programs and payments and other proceeds with respect to other Master Collateral to be deposited directly into the Master Collateral Account by the Manufacturers, related auction dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and allocate such payments to the various Beneficiaries, (iv) furnish the Fleet Report as provided in Section 2.4, (v) instruct the Master Collateral Agent to make distributions, withdrawals and payments froth the Master Collateral Account in accordance with Sections 2.5(b) through 2.5(d) in accordance with the related Financing Documents, (vi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, commence enforcement proceedings with respect to such Vehicle Disposition Programs, (vii) perform the functions described in Section 2.7, and (viii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and therein. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, unless otherwise prohibited by applicable Financing Documents or applicable law and regulations. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources are at all times accurate.

Master Servicer Functions. The Master Servicer shall service and administer the Master Collateral Vehicles, and without limitation of the foregoing, the Master Servicer shall: (i) cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title with respect to the Master Collateral Vehicles (other than Certificates of Title relating to an Existing Fleet), and forward to the Servicer of the related Vehicle all such Certificates of Title with respect to the Master Collateral Vehicles titled in the name of RCFC or the NomineeRCFC, (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, designate as Related Vehicles on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Sections 2.2 and 2.3 hereof, Master Collateral Vehicles (a) that have been purchased by or purchased, financed or refinanced with funds provided by such Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) with a collateral value (as determined under the relevant Financing Documents relating to the Financing Source with respect to such Beneficiary) not less than the collateral value required in such Financing Documents to be allocated to such Beneficiary to support the outstanding loans or securities issued or obligations arising under such Financing Documents, (iii) direct payments and other proceeds due under the Vehicle Disposition Programs and payments and other proceeds with respect to other Master Collateral to be deposited directly into the Master Collateral Account by the Manufacturers, related auction dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and allocate such payments to the various Beneficiaries, (iv) furnish the Fleet Report as provided in Section 2.4, (v) instruct the Master Collateral Agent to make distributions, withdrawals and payments froth from the Master Collateral Account in accordance with Sections 2.5(b) through 2.5(d) in accordance with the related Financing Documents, (vi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, commence enforcement proceedings with respect to such Vehicle Disposition Programs, (viiPrograms,(vii) perform the functions described in Section 2.7, and (viii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing Documents and duly perform all of its obligations specified herein and therein. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Beneficiary, unless otherwise prohibited by applicable Financing Documents or applicable law and regulations. Nothing in this Agreement shall at any time prevent the Master Servicer from in good faith taking any action to assure that its systems and records relating to the Master Collateral Vehicles and the Financing Sources are at all times accurate.