Common use of Servicer Functions Clause in Contracts

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease or Segregated Series Lease, as applicable, and without limitation of the foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown as the first lienholder on all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles with respect to a Segregated Collateral Agency Series in accordance with Section 2.5, (ii) designate Vehicles subject to the ZVF Lease as ZVF Vehicles and Vehicles subject to a Segregated Series Lease with respect to a Segregated Collateral Agency Series as ZVF Segregated Vehicles (noting the particular Segregated Series to which they are leased) on its computer system in accordance with Section 2.2, (iii) collect all amounts due and owing to the Grantor in respect of such Vehicles and the other Vehicle Collateral, (iv) to deposit all sale proceeds from sales of ZVF Vehicles and ZVF Segregated Vehicles to third parties and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral Account within two Business Days of receipt by the Servicer in accordance with Section 2.4(b), (vii) furnish the Servicer’s Fleet Report as provided in Section 2.3, (viii) instruct the Collateral Agent in writing to make distributions, withdrawals and payments from the Collateral Accounts in accordance with Section 2.4 and (ix) otherwise administer and service the ZVF Vehicles and ZVF Segregated Vehicles in accordance with the Related Documents. The 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 Secured Party unless otherwise prohibited by the Related Documents.

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease or Segregated Series Lease, as applicableVehicles, and without limitation of the foregoing, the Servicer shall: (i) cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title for (other than Certificates of Title relating to the ZVF Vehicles and the ZVF Segregated Vehicles with respect to a Segregated Collateral Agency Series in accordance with Section 2.5Initial Vehicles), (ii) in accordance with the requirements of the Financing Documents related to a Financing Source and as applicable thereunder, either (a) designate Vehicles subject to the ZVF Lease as ZVF Related Vehicles and Vehicles subject to a Segregated Series Lease with respect to a Segregated Collateral Agency Series as ZVF Segregated Vehicles (noting the particular Segregated Series to which they are leased) on its computer system in accordance with Section 2.2Sections 2.2 and 2.3 hereof such that after giving effect thereto each Beneficiary shall have designated to it Related Vehicles that have been purchased, financed or refinanced with funds provided from the Financing Source or as otherwise provided in a 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 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 such Beneficiary to support the outstanding loans or securities issued under such Financing Documents, (iii) collect all direct payments due under the Repurchase Programs (other than payments with respect to Exchanged Vehicles) and payments with respect to other Master Collateral (other than insurance proceeds, warranty payments, amounts due and owing payable to the Grantor in NFLP with respect of such to Exchanged Vehicles and the other Vehicle Collateral, (iv) to deposit all sale sales proceeds from sales of ZVF Vehicles and ZVF Segregated Vehicles to third parties and (other than under any related Repurchase Program) or insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a 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 Servicer by a Manufacturer as a result of the Servicer's sale of such Vehicle outside such Manufacturer's Repurchase Program) or insurance proceeds in respect of the Vehicles (other than Exchanged Vehicles) received directly by the Servicer, within two Business Days of the Servicer's receipt by the Servicer in accordance with Section 2.4(b)thereof, (viiiv) except as otherwise permitted under the applicable Financing Documents, turn in Vehicles owned by National and NFLP and covered by Repurchase Programs to the relevant Manufacturer within the applicable repurchase period and comply with all of its obligations under the Repurchase Programs, (v) furnish the Servicer’s 's Fleet Report as provided in Section 2.32.4, (viiivi) instruct the Master Collateral Agent in writing to make distributions, withdrawals and payments from the Master Collateral Accounts Account in accordance with Section 2.4 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 Repurchase Programs and, to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Repurchase Programs, (viii) perform the functions described in Section 2.7, and (ix) otherwise administer and service the ZVF Vehicles and ZVF Segregated Vehicles in accordance with the Related Financing Documents. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder 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 Secured Party 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 Related DocumentsServicer 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.

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease Leases or Segregated Series Lease, as applicable, and without limitation of the foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown as the first lienholder on all Certificates of Title for the ZVF HVF Vehicles, the HVF Segregated Vehicles and the ZVF Segregated HGI Vehicles with respect to a Segregated Collateral Agency Series in accordance with Section 2.52.6, (ii) designate Vehicles subject to the ZVF HVF Lease as ZVF Vehicles and HVF Vehicles, Vehicles subject to a Segregated Series Lease with respect to a Segregated Collateral Agency Series as ZVF HVF Segregated Vehicles (noting the particular Segregated Series to which they are leased) and Vehicles subject to the HGI Lease as HGI Vehicles on its computer system in accordance with Section 2.2Sections 2.2 and 2.3, (iii) collect all amounts due and owing to the Grantor Grantors by the Manufacturers under the Manufacturers Programs in respect of the HVF Vehicles, HVF Segregated Vehicles and HGI Vehicles and to commence enforcement proceedings with respect to such Manufacturer Programs, (iv) collect all other amounts due and owing to the Grantors in respect of such Vehicles and the other Vehicle Collateral, (ivv) direct payments due under the Manufacturer Programs with respect to the HVF Vehicles, HVF Segregated Vehicles and HGI Vehicles to be deposited directly into a Collateral Account by the Manufacturers and related auction dealers in accordance with Section 2.5(b), (vi) to deposit all sale proceeds from sales of ZVF HVF Vehicles, HVF Segregated Vehicles and ZVF Segregated HGI Vehicles to third parties (other than under any related Manufacturer Program) and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral Account within two Business Days of receipt by the Servicer in accordance with Section 2.4(b2.5(b), (vii) turn in the HVF Vehicles, the HVF Segregated Vehicles and the HGI Vehicles covered by Manufacturer Programs to the relevant Manufacturer within the applicable Repurchase Period in accordance with the Leases or the Segregated Series Leases, as applicable, and comply with all of its obligations under the Manufacturer Programs, (viii) furnish the Servicer’s Fleet Report as provided in Section 2.32.4, (viiiix) instruct the Collateral Agent in writing to make distributions, withdrawals and payments from the Collateral Accounts in accordance with Section 2.4 2.5, (x) perform the duties specified in Section 8.20 of the Master Exchange Agreement and Section 6.21 of the Escrow Agreement and (ixxi) otherwise administer and service the ZVF HVF Vehicles, HVF Segregated Vehicles and ZVF Segregated the HGI Vehicles in accordance with the Related Documents. The 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 Secured Party unless otherwise prohibited by the Related Documents.

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease or Segregated Series Lease, as applicableLeases, and without limitation of the foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown as the first lienholder on all Certificates of Title for the ZVF HVF Vehicles and the ZVF Segregated HGI Vehicles with respect to a Segregated Collateral Agency Series in accordance with Section 2.52.6, (ii) designate Vehicles subject to the ZVF HVF Lease as ZVF HVF Vehicles and Vehicles subject to a Segregated Series the HGI Lease with respect to a Segregated Collateral Agency Series as ZVF Segregated HGI Vehicles (noting the particular Segregated Series to which they are leased) on its computer system in accordance with Section 2.2Sections 2.2 and 2.3, (iii) collect all amounts due and owing to the Grantor Grantors by the Manufacturers under the Manufacturers Programs in respect of the HVF Vehicles and the HGI Vehicles and to commence enforcement proceedings with respect to such Manufacturer Programs, (iv) collect all other amounts due and owing to the Grantors in respect of such Vehicles and the other Vehicle Collateral, (ivv) direct payments due under the Manufacturer Programs with respect to the HVF Vehicles and the HGI Vehicles to be deposited directly into a Collateral Account by the Manufacturers and related auction dealers in accordance with Section 2.5(b), (vi) to deposit all sale proceeds from sales of ZVF HVF Vehicles and ZVF Segregated HGI Vehicles to third parties (other than under any related Manufacturer Program) and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral Account within two Business Days of receipt by the Servicer in accordance with Section 2.4(b2.5(b), (vii) turn in the HVF Vehicles and the HGI Vehicles covered by Manufacturer Programs to the relevant Manufacturer within the applicable Repurchase Period in accordance with the Leases and comply with all of its obligations under the Manufacturer Programs, (viii) furnish the Servicer’s Fleet Report as provided in Section 2.32.4, (viiiix) instruct the Collateral Agent in writing to make distributions, withdrawals and payments from the Collateral Accounts in accordance with Section 2.4 2.5, (x) perform the duties specified in Section 8.20 of the Master Exchange Agreement and Section 6.21 of the Escrow Agreement and (ixxi) otherwise administer and service the ZVF HVF Vehicles and ZVF Segregated the HGI Vehicles in accordance with the Related Documents. The 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 Secured Party unless otherwise prohibited by the Related Documents.

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease or Segregated Series Lease, as applicableMaster Collateral Vehicles, and without limitation of the foregoing, the Servicer shall: (i) cause the Master Collateral Agent to be shown as the first lienholder on all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles with respect to a Segregated the Master Collateral Agency Series in accordance with Section 2.5Vehicles (other than Certificates of Title relating to the Existing Fleet), (ii) designate Vehicles subject to in accordance with the ZVF Lease as ZVF Vehicles and Vehicles subject requirements of the Financing Documents related to a Segregated Series Lease with respect to a Segregated Collateral Agency Series Financing Source and as ZVF Segregated applicable thereunder, designate as Related Vehicles (noting the particular Segregated Series to which they are leased) on its computer system with respect to each Beneficiary related to such Financing Source and in accordance with Section 2.2Sections 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 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) collect all amounts direct payments and other proceeds due under the Vehicle Disposition Programs and owing 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 Grantor in respect of such Vehicles and the other Vehicle Collateralvarious Beneficiaries, (iv) to deposit all sale proceeds from sales of ZVF Vehicles and ZVF Segregated Vehicles to third parties and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral Account within two Business Days of receipt by the Servicer in accordance with Section 2.4(b), (vii) furnish the Servicer’s 's Fleet Report as provided in Section 2.32.4, (viiiv) instruct the Master Collateral Agent in writing to make distributions, withdrawals and payments from the Master Collateral Accounts 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 2.4 2.7, and (ixviii) otherwise administer and service the ZVF Vehicles and ZVF Segregated (or cause to be administered or serviced) Master Collateral Vehicles in accordance with this Agreement and the Related DocumentsFinancing Documents and duly perform all of its obligations specified herein and therein. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder 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 Secured Party Beneficiary, unless otherwise prohibited by applicable Financing Documents or applicable law and regulations. Nothing in this Agreement shall at any time prevent the Related DocumentsServicer 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.

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease or Segregated Series Lease, as applicableLeases, and without limitation of the foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown as the first lienholder on all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles with respect to a Segregated Collateral Agency Series in accordance with Section 2.52.6, (ii) designate Vehicles subject to the ZVF HVF Lease as ZVF HVF Vehicles and Vehicles subject to a Segregated Series the HGI Lease with respect to a Segregated Collateral Agency Series as ZVF Segregated HGI Vehicles (noting the particular Segregated Series to which they are leased) on its computer system in accordance with Section 2.2Sections 2.2 and 2.3, (iii) collect all amounts due and owing to the Grantor Grantors by the Manufacturers under the Manufacturers Programs in respect of the Vehicles and to commence enforcement proceedings with respect to such Manufacturer Programs, (iv) collect all other amounts due and owing to the Grantors in respect of the Vehicles and the other Vehicle Collateral, (ivv) direct payments due under the Manufacturer Programs to be deposited directly into a Collateral Account by the Manufacturers and related auction dealers in accordance with Section 2.5(b), (vi) to deposit all sale proceeds from sales of ZVF Vehicles and ZVF Segregated Vehicles to third parties (other than under any related Manufacturer Program) and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral Account within two Business Days of receipt by the Servicer in accordance with Section 2.4(b2.5(b), (vii) turn in the Vehicles covered by Manufacturer Programs to the relevant Manufacturer within the applicable Repurchase Period in accordance with the Leases and comply with all of its obligations under the Manufacturer Programs, (viii) furnish the Servicer’s Fleet Report as provided in Section 2.32.4, (viiiix) instruct the Collateral Agent in writing to make distributions, withdrawals and payments from the Collateral Accounts in accordance with Section 2.4 2.5, (x) perform the duties specified in Section 8.20 of the Master Exchange Agreement and Section 6.21 of the Escrow Agreement and (ixxi) otherwise administer and service the ZVF Vehicles and ZVF Segregated Vehicles in accordance with the Related Documents. The 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 Secured Party unless otherwise prohibited by the Related Documents.

Servicer Functions. The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the ZVF Lease or Segregated Series Lease, as applicable, and without limitation of the foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown as the first lienholder on all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles with respect to a Segregated Collateral Agency Series in accordance with Section 2.5, (ii) designate Vehicles subject to the ZVF Lease as ZVF Vehicles and Vehicles subject to a Segregated Series Lease with respect to a Segregated Collateral Agency Series as ZVF Segregated Vehicles (noting the particular Segregated Series to which they are leased) on its computer system in accordance with Section 2.2, (iii) collect all amounts due and owing to the Grantor by the Manufacturers under the Manufacturer Programs in respect of the ZVF Vehicles and ZVF Segregated Vehicles and commence enforcement proceedings with respect to such Manufacturer Programs, (iv) collect all other amounts due and owing to the Grantor in respect of such Vehicles and the other Vehicle Collateral, (ivv) direct payments due under the Manufacturer Programs with respect to the ZVF Vehicles and ZVF Segregated Vehicles to be deposited directly into a Collateral Account by the Manufacturers and related auction dealers in accordance with Section 2.4(b), (vi) deposit all sale proceeds from sales of ZVF Vehicles and ZVF Segregated Vehicles to third parties (other than under any related Manufacturer Program) and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral Account within two Business Days of receipt by the Servicer in accordance with Section 2.4(b), (vii) turn in the ZVF Vehicles and the ZVF Segregated Vehicles covered by Manufacturer Programs to the relevant Manufacturer within the applicable Repurchase Period in accordance with the Leases or the Segregated Series Leases, as applicable, and comply with all of Zipcar’s obligations under the Manufacturer Programs, (viii) furnish the Servicer’s Fleet Report as provided in Section 2.3, (viiiix) instruct the Collateral Agent in writing to make distributions, withdrawals and payments from the Collateral Accounts in accordance with Section 2.4 and (ixx) otherwise administer and service the ZVF Vehicles and ZVF Segregated Vehicles in accordance with the Related Documents. The 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 Secured Party unless otherwise prohibited by the Related Documents.