Common use of Master Servicer Functions Clause in Contracts

Master Servicer Functions. The Master Servicer shall service and administer the 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 (other than Certificates of Title relating to the 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 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) that have been purchased, financed or refinanced with funds provided 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 the Financing Documents of such Beneficiary to support the outstanding loans or securities issued under such Financing Documents, (iii) direct payments due under the Manufacturer Programs (to the extent not paid directly to the Master Collateral Agent) and payments 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 to the Master Collateral Account by the Manufacturers and related auction dealers in accordance with this Agreement and deposit into the Master Collateral Account 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) 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, (vi) instruct the Master Collateral Agent to make distributions, withdrawals and payments from the Master Collateral Account in accordance with Section 2.5(b), 2.5(c), and 2.5(d), (vii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Vehicles and the Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Programs, (viii) perform the functions described in Section 2.7, and (ix) otherwise administer and service Vehicles in accordance with the Financing Documents. 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

Master Servicer Functions. The Master Servicer shall (together with the related Sub-Servicers, if any) service and administer the 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 (other than (to the extent so permitted under the Financing Documents of the related Financing Source) Certificates of Title relating to the an 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 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 Servicer (and, to the extent provided in the related Financing Documents, Eligible Receivables) all Vehicles that have been purchased, financed or refinanced with funds provided from the Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) designate plus other Vehicles as leased under the Related Vehicles on its computer system in accordance with Sections 2.2 and 2.3 hereof Lease such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles constituting Eligible 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 the Financing Documents of such Beneficiary to support the outstanding loans or securities issued under such Financing Documents, (iii) direct payments due under the Manufacturer Programs (to the extent not paid directly to the Master Collateral Agent) and payments 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 to the Master Collateral Account Accounts by the Manufacturers and related auction dealers in accordance with this Agreement and (iv) deposit into the Master Collateral Account 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) or insurance and any other proceeds in respect of the Vehicles received directly by Master Collateral paid to the Master ServicerServicer 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 NFLP 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, (vi) instruct the Master Collateral Agent to make distributions, withdrawals and payments from the Master Collateral Account Accounts in accordance with Section 2.5(b), 2.5(c), 2.5(d), and 2.5(d2.5(e), (vii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Vehicles and the Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Programs, (viii) perform the functions described in Section 2.7, and (ix) otherwise administer and service Vehicles in accordance with the Financing Documents. 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 andand administration duties and which does not materially adversely affect the interests of any Beneficiary or the likelihood of repayment of the indebtedness to the Financing Sources unless otherwise prohibited by applicable Financing Documents. 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 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 (other than with respect to the Master Collateral Vehicles and forward to the Servicer of the related Vehicle all such Certificates of Title relating with respect to the Initial Fleet)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, 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 such that after giving effect thereto each Beneficiary shall have designated to it Related hereof, Master Collateral Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivablesa) that have been purchased by or purchased, financed or refinanced with funds provided from the by such 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 the such Financing Documents of 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 Manufacturer Vehicle Disposition 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 to into the Master Collateral Account by the Manufacturers and Manufacturers, related auction dealers dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and deposit into the Master Collateral Account sale proceeds (including amounts paid allocate such payments 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) 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 thereofvarious Beneficiaries, (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, (viv) instruct the Master Collateral Agent to make distributions, withdrawals and payments from froth the Master Collateral Account in accordance with Section Sections 2.5(b), 2.5(c), and ) through 2.5(d)) in accordance with the related Financing Documents, (viivi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Manufacturer Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Vehicle Disposition Programs, (viiivii) perform the functions described in Section 2.7, and (ixviii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing DocumentsDocuments 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 andand 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. SECTION 3.3.

Master Servicer Functions. The Master Servicer shall (together with the related Sub-Servicers, if any) service and administer the 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 (other than (to the extent so permitted under the Financing Documents of the related Financing Source) Certificates of Title relating to the Vehicles in an 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 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) on its computer system in accordance with Sections 2.2 and 2.3 such that after giving effect thereto each Beneficiary shall have designated to it as Related Vehicles on the computer records of the Master Servicer all Vehicles that have been purchased, financed or refinanced with funds provided from the Financing Source or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary, or (b) designate plus all other Vehicles as leased under the Related Vehicles on its computer system in accordance with Sections 2.2 and 2.3 hereof Lease, such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles constituting Eligible Vehicles (and, to the extent provided in the related Financing Documents, Eligible ReceivablesReceivables 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 the Financing Documents of such Beneficiary to support the outstanding loans or securities issued under such Financing Documents, (iii) direct payments due under the Manufacturer Programs (to the extent not paid deposited directly to into the Master Collateral AgentAccounts) and and, to the extent required pursuant to Section 2.5(c) hereof, payments 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 be deposited directly by the Manufacturers and related auction dealers, for so long as no LKE Reallocation Trigger Event shall have occurred and be continuing, into the Joint Master Servicer) 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 except payments which are to be deposited directly to the Group 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 Account by the Manufacturers Accounts, and related auction dealers in accordance with this Agreement for so long as an LKE Reallocation Trigger Event shall have occurred and deposit be continuing, into the Post LKE Reallocation Master Collateral Account Accounts, sale proceeds (including amounts paid to the Master Servicer by a Manufacturer as a result of the Master Servicer's ’s sale of such Vehicle outside such Manufacturer's ’s Manufacturer Program) or insurance and any other proceeds in respect of the Vehicles received directly by Pledged Master Collateral paid to the Master ServicerServicer 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 ’s or such Lessor Grantor’s or such Lessee Grantor’s receipt thereof, (ivv) 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 NFLP 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, (vviii) furnish or cause to be furnished the Master Servicer's ’s Fleet Report as provided in Section 2.4, (viix) 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 from the Master Collateral Account Accounts in accordance with Section 2.5(b), 2.5(c), and 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 Master Exchange Agreement, (viixii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Vehicles and the Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Programs, (viiixiii) 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 (ixxv) otherwise administer and service Vehicles in accordance with the Financing Documents. 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 andand administration duties and which does not materially adversely affect the interests of any Beneficiary or the likelihood of repayment of the indebtedness to the Financing Sources unless otherwise prohibited by applicable Financing Documents. 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 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) 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 (other than Certificates of Title relating to the Initial an Existing Fleet), and forward to the Servicer of the related Vehicle all such Certificates of Title titled in the name of RCFC, (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 such that after giving effect thereto each Beneficiary shall have designated to it Related hereof, Master Collateral Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivablesa) that have been purchased by or purchased, financed or refinanced with funds provided from the by such 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 the such Financing Documents of 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 Manufacturer Vehicle Disposition 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 to into the Master Collateral Account by the Manufacturers and Manufacturers, related auction dealers dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and deposit into the Master Collateral Account sale proceeds (including amounts paid allocate such payments 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) 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 thereofvarious Beneficiaries, (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, (viv) instruct the Master Collateral Agent to make distributions, withdrawals and payments from the Master Collateral Account in accordance with Section Sections 2.5(b), 2.5(c), and ) through 2.5(d)) in accordance with the related Financing Documents, (viivi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Manufacturer Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Programs, (viiiVehicle Disposition Programs,(vii) perform the functions described in Section 2.7, and (ixviii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing DocumentsDocuments 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 andand 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 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 (other than (to the extent so permitted under the Financing Documents of the related Financing Source) Certificates of Title relating to the an 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 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) that have been purchased, financed or refinanced with funds provided 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 the Financing Documents of such Beneficiary to support the outstanding loans or securities issued under such Financing Documents, (iii) direct payments due under the Manufacturer Programs (to the extent not paid directly to the Master Collateral Agent) and payments 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 to the Master Collateral Account by the Manufacturers and related auction dealers in accordance with this Agreement and deposit into the Master Collateral Account 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) 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, (vi) instruct the Master Collateral Agent to make distributions, withdrawals and payments from the Master Collateral Account in accordance with Section 2.5(b), 2.5(c), and 2.5(d), (vii) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Vehicles and the Manufacturer Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Programs, (viii) perform the functions described in Section 2.7, and (ix) otherwise administer and service Vehicles in accordance with the Financing Documents. 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 andauction

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 (other than with respect to the Master Collateral Vehicles and forward to the Servicer of the related Vehicle all such Certificates of Title relating to titled in the Initial Fleet)name of RCFC, (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 such that after giving effect thereto each Beneficiary shall have designated to it Related hereof, Master Collateral Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivablesa) that have been purchased by or purchased, financed or refinanced with funds provided from the by such 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 the such Financing Documents of 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 Manufacturer Vehicle Disposition 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 to into the Master Collateral Account by the Manufacturers and Manufacturers, related auction dealers dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and deposit into the Master Collateral Account sale proceeds (including amounts paid allocate such payments 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) 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 thereofvarious Beneficiaries, (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, (viv) instruct the Master Collateral Agent to make distributions, withdrawals and payments from froth the Master Collateral Account in accordance with Section Sections 2.5(b), 2.5(c), and ) through 2.5(d)) in accordance with the related Financing Documents, (viivi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Manufacturer Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Vehicle Disposition Programs, (viiivii) perform the functions described in Section 2.7, and (ixviii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing DocumentsDocuments 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 andand 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) except as provided in the Financing Documents, cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title (other than with respect to the Master Collateral Vehicles and forward to the Servicer of the related Vehicle all such Certificates of Title relating with respect to the Initial Fleet)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, 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 such that after giving effect thereto each Beneficiary shall have designated to it Related hereof, Master Collateral Vehicles (and, to the extent provided in the related Financing Documents, Eligible Receivablesa) that have been purchased by or purchased, financed or refinanced with funds provided from the by such 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 the such Financing Documents of 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 Manufacturer Vehicle Disposition 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 to into the Master Collateral Account by the Manufacturers and Manufacturers, related auction dealers dealers, eligible franchisees and any other Person making such a payment, in accordance with this Agreement and deposit into the Master Collateral Account sale proceeds (including amounts paid allocate such payments 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) 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 thereofvarious Beneficiaries, (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, (viv) instruct the Master Collateral Agent to make distributions, withdrawals and payments from froth the Master Collateral Account in accordance with Section Sections 2.5(b), 2.5(c), and ) through 2.5(d)) in accordance with the related Financing Documents, (viivi) execute and deliver, for the benefit of the Beneficiaries, any and all documents with respect to the Master Collateral Vehicles and the Manufacturer Vehicle Disposition Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Manufacturer Vehicle Disposition Programs, (viiivii) perform the functions described in Section 2.7, and (ixviii) otherwise administer and service (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Financing DocumentsDocuments 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 andand 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.